STATE FINANCIAL SERVICES CORP, S-4, 1995-05-26

STATE FINANCIAL SERVICES CORP
S-4, 1995-05-26
STATE COMMERCIAL BANKS

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<PAGE> 1

As filed with the Securities and Exchange Commission on May 26, 1995.

Registration Statement No. 33-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-4

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

STATE FINANCIAL SERVICES CORPORATION
(Exact name of registrant as specified in its charter)

<TABLE>
<S> <C> <C>
WISCONSIN 6711 39-1489983
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)

</TABLE>

10708 WEST JANESVILLE ROAD
HALES CORNERS, WI 53130
(414) 425-1600
(Address, including ZIP code, and telephone number,
including area code, of Registrant's principal executive offices)

MICHAEL J. FALBO, PRESIDENT AND CHIEF EXECUTIVE OFFICER
10708 WEST JANESVILLE ROAD
HALES CORNERS, WI 53130
(414) 425-1600
(Name, address, including ZIP code and telephone number,
including area code, of agent for service)

with copies to:
ULICE PAYNE, JR., ESQ. OR
JAMES M. BEDORE, ESQ.
REINHART, BOERNER, VAN DEUREN,
NORRIS & RIESELBACH, S.C
1000 NORTH WATER STREET
P.O. BOX 92900
MILWAUKEE, WI 53202-0900
(414) 298-1000

Approximate date of commencement of proposed sale of the securities to
the public: AS PROMPTLY AS POSSIBLE AFTER THE EFFECTIVE DATE OF THIS
REGISTRATION STATEMENT.

If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
<PAGE> 2

(THE FACING SHEET CONTINUES, AND THE CALCULATION OF
THE REGISTRATION FEE APPEARS, ON THE FOLLOWING PAGE)

CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of Each Class Maximum Maximum
of Securities to Amount to be Offering Aggregate Amount of
be Registered Registered(1) Price Per Unit(2) Offering Price Registration Fee
<S> <C> <C> <C> <C>
Common Stock,
$0.10 par value 240,000 $9.29 $2,229,600 $768.83
</TABLE>

(1) Represents an estimate of the number of shares of the Common Stock
of the Registrant that will be issued under the Agreement and Plan
of Merger assuming 830 shares of the Common Stock of Waterford
Bancshares, Inc. are outstanding on the effective date of the
Merger and assuming a market value of the Registrant's Common Stock
of $14.75 per share (as determined pursuant to a formula in the
Agreement and Plan of Merger). This number is subject to
adjustment in the event of a change in the number of outstanding
shares of the Common Stock of Waterford Bancshares, Inc. or a
change in the market value of the Registrant's Common Stock.
Accordingly, this Registration Statement covers any additional
shares of the Common Stock of the Registrant which may be required
to be issued by reason of such adjustments.

(2) Estimated solely for purposes of determining the registration fee.
Pursuant to the provisions of Rule 457(f), the proposed maximum
offering price per share and proposed maximum aggregate offering
price are based upon the book value at March 31, 1995 of the
securities to be received by the Registrant in exchange for the
Common Stock of the Registrant being issued less the amount of the
cash and installment notes to be paid by the Registrant in
connection with the Merger.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

<PAGE> 3

STATE FINANCIAL SERVICES CORPORATION

Cross Reference Sheet pursuant to Item 501(b)
of Regulation S-K showing the location in the Prospectus
of the responses to the items of Part I of Form S-4

<TABLE>
<CAPTION>
S-4 ITEM PROSPECTUS HEADING
<S> <C> <C>
1. Forepart of Registration Statement and "Forepart of Registration Statement and Outside
Outside Front Cover Page of Front Cover Page of Prospectus"
Prospectus

2. Inside Front and Outside Back Cover "Available Information"; "Incorporation of Certain
Pages of Prospectus Information by Reference"; "Table of Contents";
"Introduction"

3. Risk Factors, Ratio of Earnings to Fixed "Summary of the Proxy Statement and Prospectus";
Fixed Charges and Other Information "Special Considerations"

4. Terms of the Transaction "Summary of the Proxy Statement and Prospectus";
"The Merger"; "Comparative Rights of Shareholders";
"Comparative Rights of Shareholders"; "Exhibit
A--The Agreement and Plan of Merger"

5. Pro Forma Financial Information "Pro Forma Financial Information"

6. Material Contracts With the Company "The Merger"; "Exhibit A-The Agreement and Plan of
Being Acquired Merger"

7. Additional Information Required for *
Reoffering by Persons and Parties
Deemed to be Underwriters

8. Interest of Named Experts and Counsel "Legal Matters"; "Experts"

9. Disclosure of Commission Position on "Comparative Rights of Shareholders"
Indemnification for Securities Act
Liabilities

10. Information with Respect to S-3 *
Registrants

11. Incorporation of Certain Information by *
Reference
</TABLE>

<PAGE> 4

<TABLE>
<S> <C> <C>
12. Information with Respect to S-2 or S-3 "Summary of the Proxy Statement and Prospectus";
Registrants "Incorporation of Certain Information by
Reference"; "State Financial Services Corporation"

13. Incorporation of Certain Information by "Summary of the Proxy Statement and Prospectus";
Reference "Incorporation of Certain Information by
Reference"

14. Information with Respect to Registrants *
Other Than S-2 or S-3 Registrants

15. Information with Respect to S-3 *
Companies

16. Information with Respect to S-2 or S-3 *
Companies

17. Information with Respect to Companies "Summary of the Proxy Statement and Prospectus";
Other Than S-2 or S-3 Companies "Business of Bancshares"; "Management of Bancshares";
"Management's Discuss and Analysis of
Operations--Bancshares"

18. Information if Proxies, Consents, or "Introduction"; "Summary of Proxy Statement and
Authorizations Are to be Solicited Prospectus"; "Incorporation of Certain
Information by Reference"; "State Financial
Services Corporation"; "Comparative Rights of
Shareholders"; "Dissenters' Rights of Holders of
Bancshares Stock"

19. Information if Proxies, Consents, or *
Authorizations Are Not to be Solicited,
or in an Exchange Offer

</TABLE>

*Indicates item not applicable.

2
<PAGE> 5

WATERFORD BANCSHARES, INC.
217 North Milwaukee Street
Waterford, WI 53185

_______, 1995
Dear Shareholder:

A special meeting of shareholders has been scheduled for _ p.m., local
time, on , 1995 at , Waterford, Wisconsin. The
accompanying Notice of Special Meeting of Shareholders, Proxy Statement and
Prospectus and Proxy form set forth the formal business to be transacted at the
meeting. I encourage you to review these materials. The meeting is of great
importance to the shareholders, inasmuch as you will be asked to consider and
approve an Agreement and Plan of Merger (the "Agreement") for the purpose of
merging Waterford Bancshares, Inc. ("Bancshares") into a subsidiary of State
Financial Services Corporation ("SFSC"). If shareholder approval and
regulatory approval are obtained and other conditions precedent are satisfied,
Bancshares will combine its business and operations with those of SFSC through
a statutory merger (the "Merger") of Bancshares with and into WBAC, Inc.
("Interim"), a wholly owned subsidiary of SFSC.

As described in greater detail in the Proxy Statement and Prospectus, you
will receive in exchange for your Bancshares stock the sum of $8,005 per share,
to be paid with a combination of cash, installment notes and shares of SFSC
common stock. Each shareholder of Bancshares will be entitled to elect the
form(s) of consideration to be received for his/her Bancshares stock, provided
that the aggregate amount of cash and notes to be paid to the shareholders of
Bancshares will equal 50% of the total amount to be paid pursuant to the
Merger, and the remaining 50% of the aggregate Merger consideration will be
paid with shares of SFSC common stock. Upon approval of the Merger, an
election form will be delivered to the shareholders of Bancshares permitting
them to elect the form(s) of consideration to be received. If there is an
over-subscription of either SFSC common stock or cash/notes, allocations will
be made as described in the Proxy Statement and Prospectus.

The Board of Directors of Bancshares has approved the terms of the
transaction and unanimously recommends that all shareholders vote to approve
and adopt the Agreement. The Board believes the Merger will benefit the
shareholders, customers and employees of Bancshares and Waterford Bank.
Waterford Bank will have access to the experience, knowledge and facilities of
SFSC, a larger bank holding company, and in doing so will be better able to
meet the intensifying competition for providing a broad spectrum of financial
services. The Board of

<PAGE> 6

Directors also believes that shareholders whose shares are converted into SFSC
stock will benefit by exchanging their stock for a more marketable security.
The conversion of Bancshares stock into cash or notes will provide greater
liquidity.

2
<PAGE> 7

IN ORDER TO CONSUMMATE THE MERGER, IT IS NECESSARY TO OBTAIN THE
AFFIRMATIVE VOTE OF HOLDERS OF A MAJORITY OF THE OUTSTANDING SHARES OF
BANCSHARES STOCK. TO ENSURE THAT YOUR SHARES ARE REPRESENTED IN VOTING ON THIS
VERY SIGNIFICANT MATTER, PLEASE COMPLETE AND RETURN THE ACCOMPANYING PROXY
PROMPTLY IN THE ENCLOSED ENVELOPE, WHETHER OR NOT YOU PLAN TO ATTEND THE
MEETING. IF YOU DO ATTEND, YOU MAY, IF YOU WISH, REVOKE YOUR PROXY AND VOTE
YOUR SHARES IN PERSON AT THE MEETING.

Sincerely,

Oliver DeHart,
Chairman of the Board of Directors

3
<PAGE> 8

WATERFORD BANCSHARES, INC.

PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
ON ______________ , 1995

The undersigned hereby appoints ___________________________________ and
________________________, and each of them individually, proxies, with full
power of substitution, and hereby authorizes them to represent and to vote all
shares of common stock which the undersigned is entitled to vote, with all
powers the undersigned would possess if personally present, at the Special
Meeting of Shareholders of Waterford Bancshares, Inc. to be held at
______________________________________________ , _________________ Wisconsin,
on ___________________ , 1995, at _ __:_____ p.m., or at any adjournment
thereof, as follows, hereby revoking any proxy previously given:

(1) FOR / / or AGAINST / / or ABSTAIN / / as to approval and adoption of
an Agreement and Plan of Merger, providing for the merger of Waterford
Bancshares, Inc. with and into WBAC, Inc., a wholly owned subsidiary
of State Financial Services Corporation; and

(2) In their discretion on such other matters as may properly come before
the meeting or any adjournment thereof; all as set out in the Notice
and the Proxy Statement and Prospectus relating to the Special
Meeting, receipt of which is hereby acknowledged.

THE BOARD OF DIRECTORS OF WATERFORD BANCSHARES, INC.
RECOMMENDS A VOTE "FOR" THIS PROPOSAL

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS SUPPLIED, THIS PROXY WILL
BE VOTED "FOR" PROPOSAL 1.

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY, USING THE ENCLOSED
ENVELOPE.

Dated: ________________________________

_______________________________________

_______________________________________
Shareholder(s) Sign Here
(Please sign exactly as name appears hereon.)
(If stock is owned by more than one person, all owners
should sign. Persons signing as executors,
administrators, trustees or in similar capacities
should so indicate. If a corporation, please sign in
full corporate name by President or other authorized
officer. If a partnership, please sign in partnership
name by authorized person.)

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
WATERFORD BANCSHARES, INC.

<PAGE> 9

WATERFORD BANCSHARES, INC.
217 North Milwaukee Street
Waterford, Wisconsin 53185

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
to be held on ________, 1995

To the Holders of Shares of Common Stock:

NOTICE IS HEREBY GIVEN that a special meeting of the Shareholders of
Waterford Bancshares, Inc. pursuant to action of the Board of Directors, will
be held at __________________, Waterford, Wisconsin 53185, on
_________________ , 1995 at _______p.m., for the purpose of considering and
voting upon the following matters:

1. Approval and adoption of an Agreement and Plan of Merger among
Waterford Bancshares, Inc. ("Bancshares"), WBAC, Inc. ("Interim") and State
Financial Services Corporation ("SFSC" or "State Financial"), dated as of April
12, 1995 providing for the merger of Bancshares with and into Interim, a wholly
owned subsidiary of SFSC, by which the outstanding shares of Bancshares common
stock will be converted into the right to receive $8,005.00 per share, without
interest, payable in a combination of shares of common stock of SFSC and cash
or installment notes, as more fully described in the Prospectus and Proxy
Statement and Private Placement Memorandum accompanying this Notice; and

2. Such other matters relating to the foregoing as may properly be
brought before the meeting or any adjournment thereof.

The record date for determining shareholders entitled to notice of and to
vote at the special meeting has been fixed by the Board of Directors as the
close of business on May ____, 1995. Shareholders and beneficial shareholders
are or may be entitled to assert statutory dissenters' rights under Wisconsin
Statutes sections 180.1301 to 180.1331. (A copy of those sections accompanies
this Notice as Exhibit B to the Proxy Statement and Prospectus and Private
Placement Memorandum delivered herewith.) Those statutory dissenters' rights
are discussed in the Proxy Statement and Prospectus under "Dissenters' Rights
of Holders of Bancshares Stock."

THE BOARD OF DIRECTORS OF BANCSHARES BELIEVES THE PROPOSED MERGER IS IN
THE BEST INTEREST OF BANCSHARES AND ITS SHAREHOLDERS AND UNANIMOUSLY RECOMMENDS
THAT SHAREHOLDERS OF BANCSHARES VOTE "FOR" THE ABOVE PROPOSAL.

<PAGE> 10

The affirmative vote of a MAJORITY of the issued and outstanding shares of
Bancshares is required to ratify and confirm the merger. Your vote is
important, regardless of the number of shares which you own. Whether or not
you plan to attend the meeting, the Board of Directors urges you to complete,
date, sign, and return the enclosed proxy as soon as possible in the enclosed,
stamped envelope. You may revoke your proxy at any time prior to its exercise.
If you attend the meeting, you may vote in person.

BY ORDER OF THE BOARD OF DIRECTORS

Oliver DeHart, Chairman of the Board

Dated ______, 1995

2
<PAGE> 11

PRELIMINARY PROXY STATEMENT OF
WATERFORD BANCSHARES, INC.
related to the
Special Meeting of Waterford Bancshares, Inc. Shareholders
to be held on ____________________, 1995
_________________________________________________

PRELIMINARY PROSPECTUS OF
STATE FINANCIAL SERVICES CORPORATION
relating to up to
240,000 Shares of its Common Stock

PRIVATE PLACEMENT MEMORANDUM OF
STATE FINANCIAL SERVICES CORPORATION
relating to up to
$3,322,075 of Installment Notes

This Proxy Statement and Prospectus and Private Placement Memorandum
("Proxy Statement and Prospectus") is being furnished to the shareholders of
Waterford Bancshares Inc., a Wisconsin corporation ("Bancshares") in connection
with the solicitation of proxies by the Board of Directors of Bancshares for
use at the special meeting of shareholders of Bancshares to be held on ______,
1995 (the "Meeting"). At the Meeting, Bancshares shareholders will consider
and vote upon the proposed merger (the "Merger") of Bancshares with and into
WBAC, Inc. ("Interim") a wholly owned subsidiary of State Financial Services
Corporation ("SFSC" or the "Company") pursuant to the Agreement and Plan of
Merger among SFSC, Bancshares, and Interim dated April 12, 1995 (the
"Agreement" or the "Plan"), a copy of which is attached hereto as Exhibit A.
The Plan calls for SFSC to acquire all of the outstanding common stock of
Bancshares, for Bancshares and Interim to merge for the purpose of carrying out
the Plan and for each outstanding share of the $1.00 par value common stock of
Bancshares ("Bancshares Stock") to be converted, subject to Wisconsin Business
Corporation Law statutory dissenters' rights, to the right to receive $8,005.00
per share, without interest, payable in a combination of the $0.10 par value
common stock of SFSC ("SFSC Common Stock") and cash or installment notes. Each
Bancshares shareholder will be entitled to elect the form(s) of consideration
to be received by such shareholder provided, however, the Plan calls for the
aggregate amount of cash and notes to equal 50% of the aggregate Merger
consideration and the remaining 50% of the aggregate Merger consideration will
be paid with SFSC Common Stock. Based upon the market value (as defined in the
Agreement) of a share of SFSC Common Stock on May 16, 1995, a holder of
Bancshares Stock would be entitled to receive

<PAGE> 12

542.71 shares of SFSC Common Stock for each share of Bancshares Stock. See
"The Merger -- Exchange Ratio."

SFSC has filed a Registration Statement with the Securities and Exchange
Commission (the "Commission") on Form S-4 (the "Registration Statement")
pursuant to the provisions of Rule 145 under the Securities Act of 1933, as
amended (the "Securities Act"), covering the shares of SFSC Common Stock to be
issued in connection with the Merger. This Proxy Statement and Prospectus also
constitutes a prospectus of SFSC filed as part of such Registration Statement.
All information herein with respect to SFSC and Interim has been furnished by
SFSC and all information herein with respect to Bancshares has been furnished
by Bancshares.

No person is authorized to give any information or to make any
representations other than those contained in this Proxy Statement and
Prospectus and, if given, such information must not be relied upon as having
been authorized. Neither the delivery of the Proxy Statement and Prospectus
nor any distribution of SFSC Common Stock hereunder shall, under any
circumstances, create any implication that there has been no change in the
affairs of SFSC or Bancshares since the date hereof.

This Proxy Statement and Prospectus does not cover any resale of SFSC
Common Stock to be received by the shareholders of Bancshares on consummation
of the Merger and no person is authorized to make any use of this Proxy
Statement and Prospectus in connection with any such resale.

CERTAIN CONSIDERATIONS RELATED TO THE PURCHASE OF SFSC COMMON STOCK ARE
DISCUSSED UNDER "SPECIAL CONSIDERATIONS."

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

THE INSTALLMENT NOTES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OR THE SECURITIES LAWS OF THE STATE(S) IN WHICH THE
INSTALLMENT NOTES ARE BEING OFFERED, AND THE INSTALLMENT NOTES ARE BEING
OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM

<PAGE> 13

THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THE
INSTALLMENT NOTES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND
RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE
SECURITIES ACT AND SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION
THEREFROM. THE INSTALLMENT NOTES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES
COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING
AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE
ACCURACY OR ADEQUACY OF THIS MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS
UNLAWFUL.

THIS OFFERING INVOLVES CERTAIN RISK FACTORS, INCLUDING THE RISKS ASSOCIATED
WITH THE ABSENCE OF AN EXISTING OR EXPECTED TRADING MARKET FOR AND
THE IMPOSITION OF SIGNIFICANT RESTRICTIONS ON THE TRANSFER OF INSTALLMENT
NOTES. SEE "SPECIAL CONSIDERATIONS."

THESE SECURITIES ARE NOT DEPOSITS AND ARE NOT
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION

THE DATE OF THIS PROXY STATEMENT AND PROSPECTUS IS ____, 1995

3
<PAGE> 14

PROXY STATEMENT AND PROSPECTUS AND
PRIVATE PLACEMENT MEMORANDUM

TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

SUMMARY OF THE PROXY STATEMENT AND PROSPECTUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

State Financial Services Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Waterford Bancshares, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
The Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Exchange Ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Installment Note . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Election Procedure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Distribution of SFSC Shares and Cash or Installment Notes . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Reasons for the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Regulatory Approvals, Other Conditions to the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Tax Consequences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Dissenters' Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Certain Information Regarding Market Value of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Management Ownership of Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Per Share Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

SPECIAL CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

Determination of Exchange Ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Market for SFSC Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Beneficial Ownership of SFSC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Restrictions on Resale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Lending Risks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Interest Rate Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

THE MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
</TABLE>

<PAGE> 15

<TABLE>
Page
----
<S> <C>
THE MERGER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

PRO FORMA FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

BUSINESS OF BANCSHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

MANAGEMENT OF BANCSHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS--BANCSHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

STATE FINANCIAL SERVICES CORPORATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49

CERTAIN TRANSACTIONS AND OTHER RELATIONSHIPS WITH MANAGEMENT AND PRINCIPAL SHAREHOLDERS . . . . . . . . . . . . 66

REGULATION OF SFSC, STATE FINANCIAL BANK, BANCSHARES AND WATERFORD BANK . . . . . . . . . . . . . . . . . . . . 68

DISSENTERS' RIGHTS OF HOLDERS OF BANCSHARES STOCK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76

COMPARATIVE RIGHTS OF SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78

LEGAL MATERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81

EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81

INDEX TO WATERFORD BANCSHARES, INC. CONSOLIDATED
FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1

FINANCIAL STATEMENTS OF SFSC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-20

EXHIBIT A - AGREEMENT AND PLAN OF MERGER

EXHIBIT B - DISSENTERS' RIGHTS

EXHIBIT C - FORM OF INSTALLMENT NOTE

</TABLE>

<PAGE> 16

AVAILABLE INFORMATION

SFSC is subject to the information reporting requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy or information statements and other
information with the Commission. Such reports, statements, and other
information filed with the Commission can be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at its regional offices at 75 Park
Place, New York, New York 10007, and 230 South Dearborn Street, Chicago,
Illinois 60604. Copies of such material may be obtained from the Commission at
prescribed rates from the Public Reference Section of the Commission at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. This Proxy
Statement and Prospectus does not contain all of the information set forth in
the Registration Statement which SFSC has filed with the Commission under the
Securities Act of 1933 (the "Securities Act"), of which the Prospectus and
Proxy Statement is a part, and to which reference is hereby made for further
information with respect to SFSC and the SFSC Common Stock.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

THIS PROXY STATEMENT AND PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH
ARE NOT PRESENTED HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS ARE AVAILABLE
ON REQUEST FROM MR. MICHAEL A. REINDL, VICE PRESIDENT, CONTROLLER, AND CHIEF
FINANCIAL OFFICER, STATE FINANCIAL SERVICES CORPORATION, 10708 WEST JANESVILLE
ROAD, HALES CORNERS, WISCONSIN 53130, TELEPHONE (414) 425-1600. IN ORDER TO
ENSURE TIMELY DELIVERY OF THE DOCUMENTS, ANY REQUEST SHOULD BE MADE BY JUNE __,
1995.

The following documents filed by SFSC with the Commission under the
Exchange Act (Commission File No. 0-18166) are incorporated herein by
reference:

(a) SFSC's annual report filed with the Commission on Form 10-K for the
fiscal year ended December 31, 1994; and

(b) SFSC's quarterly report filed with the Commission on Form 10-Q for
the quarter ended March 31, 1995; and

(c) All other reports filed pursuant to Sections 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual report
referred to in (a), above; and

<PAGE> 17

(d) SFSC's Annual Report to Shareholders for the fiscal year ended
December 31, 1994 (the "SFSC 1994 Annual Report").

All other reports and documents filed by SFSC pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Proxy
Statement and Prospectus and prior to the termination of this offering shall be
deemed to be incorporated by reference herein.

SFSC IS DELIVERING THE SFSC 1994 ANNUAL REPORT TOGETHER WITH THIS PROXY
STATEMENT AND PROSPECTUS. SFSC hereby specifically incorporates by reference
the following information contained in the SFSC 1994 Annual Report:

1. Information under the caption "Investor Information," which provides
information with respect to market prices of and dividends paid with respect to
SFSC Common Stock and other shareholder matters.

2. Information under the caption "Selected Financial Data."

3. Information under the caption "Management's Discussion and Analysis
of Financial Condition and Results of Operations."

Any statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this Proxy Statement and Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated herein by reference modifies or
supersedes such statement. Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute part of this
Proxy Statement and Prospectus.

SFSC will provide without charge to each person to which a copy of this
Proxy Statement and Prospectus is delivered, upon the written or oral request
of such person, a copy of any or all of the documents incorporated herein by
reference and not delivered herewith (other than exhibits to such documents
which are not specifically incorporated by reference into the text of such
documents).

2
<PAGE> 18

INTRODUCTION

This Proxy Statement and Prospectus is furnished in connection with the
solicitation by the directors of Bancshares of proxies to be voted at the
Meeting to be held on __________, 1995, or at any adjournment thereof. The
purpose of the solicitation is to obtain shareholder approval of the Agreement
and Plan of Merger dated April 12, 1995 among Bancshares, Interim and SFSC (the
"Agreement").

The Agreement provides that Bancshares will merge with and into Interim,
as a result of which (i) the separate corporate existence of Bancshares will
cease and Interim will continue as the surviving corporation and as a wholly
owned subsidiary of SFSC and (ii) each issued and outstanding share of
Bancshares Stock will be converted into the right to receive $8,005.00 per
share, without interest, payable in a combination of SFSC Common Stock and cash
or installment notes. Each Bancshares shareholder will be entitled to elect
the form of consideration to be received by such shareholder provided, however,
the Plan calls for the aggregate amount of cash and notes to equal 50% of the
aggregate Merger consideration and the remaining 50% of the aggregate Merger
consideration will be paid with SFSC Common Stock. See "The Merger--Exchange
Ratio." No fractional shares will be issued in the Merger and cash will be
paid in lieu of fractional shares. The purchase price and terms of payment
were determined by negotiation between the parties, after solicitation of
offers by Bancshares' Board of Directors and comparison of several
alternatives.

At the close of business on May ___, 1995, the record date for determining
shareholders of Bancshares entitled to notice of and to vote at the Meeting,
there were outstanding 830 shares of Bancshares Stock, each of which entitles
the holder of record to one vote on the matters to be acted upon at the
Meeting.

The affirmative vote of the majority of holders of the outstanding shares
of Bancshares Stock (416 shares) is required for ratification and confirmation
of the Agreement and the Merger.

Present directors of Bancshares beneficially own or have the power to vote
202 shares, or 24.34% of the total outstanding shares. All of the directors of
Bancshares have indicated that they intend to vote in favor of the Merger. The
directors of Bancshares deem the Merger to be fair and in the best interests of
Bancshares' shareholders.

If no other direction is received, shares of Bancshares Stock represented
by properly executed proxies will be voted FOR the ratification and
confirmation of the Agreement. Any shareholder executing a proxy has the right
to revoke it at

3
<PAGE> 19

any time before it is voted by giving written notice to the Secretary of
Bancshares, by submitting a subsequently dated proxy, or by appearing at the
Meeting and voting in person. Attendance at the Meeting will not, in and of
itself, constitute revocation of a proxy.

The Wisconsin Business Corporation Law provides shareholders who dissent
from the Merger with certain rights provided they follow the applicable
statutory procedures. See "Dissenters' Rights of Holders of Bancshares Stock."

The expense incurred in connection with the solicitation of proxies for
the Meeting will be borne by Bancshares. However, because this Proxy Statement
and Prospectus constitutes part of the Registration Statement filed by SFSC
under the Securities Act of 1933, SFSC will bear the expense of printing and
mailing this Proxy Statement and Prospectus and of preparing much of the
information contained herein. In addition to solicitation by mail, officers
and employees of Bancshares may solicit proxies by telephone or personal
contact, but they will receive no compensation for these services other than
their regular salary.

Management does not intend to bring any other matters before the Meeting.
In the event other matters properly come before the meeting, the persons named
in the enclosed proxy will vote in accordance with their best judgment.

4
<PAGE> 20

SUMMARY OF THE PROXY STATEMENT AND PROSPECTUS

The following is a brief summary of certain information contained
elsewhere in the Proxy Statement and Prospectus. The summary is not complete
and is qualified in its entirety by more detailed information contained
elsewhere in this Proxy Statement and Prospectus and particularly in specific
sections referred to below. Shareholders are urged to read the Proxy Statement
and Prospectus before voting on the matters discussed herein.

STATE FINANCIAL SERVICES CORPORATION. State Financial Services
Corporation ("SFSC"), a Wisconsin corporation organized in 1984, is a bank
holding company registered under the federal Bank Holding Company Act of 1956,
as amended, and, as such, is subject to the supervision and regulation of the
Board of Governors of the Federal Reserve Bank ("FRB"). See "Regulation of
SFSC, State Financial Bank, Bancshares and Waterford Bank." SFSC owns all of
the capital stock of State Financial Bank, a state-chartered banking
organization with seven offices in Milwaukee and Waukesha Counties in
Wisconsin. At March 31, 1995, SFSC had total assets of $226.5 million and
management believes it was the fifteenth largest bank holding company in
Wisconsin in asset size. See "State Financial Services Corporation" in this
Proxy Statement and Prospectus. For further information about SFSC, including
audited financial statements for the fiscal year ended December 31, 1994 and
prior years, see the SFSC 1994 Annual Report delivered herewith and
incorporated herein by reference.

SFSC's principal offices are located at 10708 West Janesville Road, Hales
Corners, Wisconsin 53130, and its telephone number is (414) 425-1600.

WATERFORD BANCSHARES, INC. Waterford Bancshares, Inc. ("Bancshares"), a
Wisconsin corporation organized in 1990, is a bank holding company registered
under the federal Bank Holding Company Act of 1956, as amended, and, as such,
is subject to the supervision and regulation of the FRB. See "Regulation."
Bancshares owns all of the capital stock of Waterford Bank, a state-charted
banking organization with one office located in Waterford, Wisconsin. At March
31, 1995, Bancshares had total assets of $36.5 million and management believes
it was the forty-second largest bank holding company in Wisconsin in asset
size. See "Business of Bancshares."

Bancshares principal offices are located at 217 North Milwaukee Street,
Waterford, Wisconsin 53185 and its telephone number is (414) 534-3151.

THE MERGER. SFSC proposes to acquire all of the outstanding Bancshares
Stock in exchange for the issuance to Bancshares shareholders of a combination
of

5
<PAGE> 21

shares of SFSC Common Stock and cash or installment notes. Upon such exchange,
Bancshares will merge with and into Interim and Interim will continue as the
surviving corporation. See "The Merger."

The Articles of Incorporation and Bylaws of Interim prior to the Merger
will be the Articles of Incorporation and Bylaws of the surviving corporation
following the Merger. The surviving corporation will be a wholly-owned
subsidiary of SFSC and will own all of the outstanding shares of Waterford
Bank.

EXCHANGE RATIO. Upon effectiveness of the Merger, each outstanding share
of Bancshares Stock will be converted into and become a right to receive
$8,005.00, to be paid with a combination of cash, installment notes and shares
of SFSC Common Stock. Each shareholder of Bancshares will be entitled to elect
the form of consideration to be received for his/her Bancshare Stock, provided
that the aggregate amount of cash and notes (including cash to be paid for the
Bancshares Stock for which dissenters' rights are subsequently perfected) to be
paid will equal 50% of the aggregate merger consideration with shares of SFSC
Common Stock having a Market Value (as defined below) equal to such remaining
50% of the aggregate merger consideration. The Market Value of a share of SFSC
Common Stock will be based on "bid" and "ask" market quotations over the 20
trading days immediately preceding the closing date of the Merger and will be
not more than 110% nor less than 105% of SFSC's book value as of the then most
recently completed month-end. See "The Merger--Exchange Ratio."

INSTALLMENT NOTE. Shareholders of Bancshares may elect to receive an
installment note as part of the Merger consideration. The installment notes
will not be registered securities and will be offered as a private placement
pursuant to applicable federal and state exemptions from registration. The
installment note principal amount is due on the second anniversary of the
effective date of the Merger. Interest on the principal amount is payable
quarterly at a rate equal to the two-year U.S. Treasury Note rate in effect on
the effective date of the Merger plus 75 basis points upto a maximum rate of 8%
per annum. The form of installment note is attached hereto as Exhibit C and
incorporated by reference herein.

ELECTION PROCEDURE. Upon approval of the Merger, each shareholder of
Bancshares will receive an election form on which he or she may designate
whether he or she wishes to receive cash, installment notes and/or SFSC Common
Stock following consummation of the Merger. If the elections exceed the
limitations on the form of the aggregate merger consideration (50% cash and
notes and 50% SFSC Common Stock), a portion of the elections will be changed by
allocation, such that the limitations on the aggregate amounts of the merger
consideration will be achieved. See "The Merger--Conversion of Securities."

6
<PAGE> 22

DISTRIBUTION OF SFSC SHARES AND CASH OR INSTALLMENT NOTES. After the
Merger is approved and all other conditions have been met, a letter of
transmittal will be sent to the shareholders of Bancshares. Upon return of the
executed letter of transmittal, accompanied by certificates representing
Bancshares Stock, SFSC will forward certificates for SFSC Common Stock, checks
and/or installment notes to the shareholders of Bancshares. See "The
Merger--Procedure for Converting Bancshares Stock."

REASONS FOR THE MERGER. The portion of the transaction involving the
conversion of Bancshares Stock into SFSC Common Stock will provide Bancshares
shareholders with stock in a larger enterprise with a public trading market.
The portion of the transaction involving the conversion of Bancshares Stock
into cash or installment notes will provide shareholders of Bancshares with
cash liquidity. In addition, the Merger is expected to result in greater
efficiencies, resources, and flexibility for Bancshares as well as the
customers of Bancshares' subsidiary, Waterford Bank. See "The Merger--Reasons
for the Merger."

REGULATORY APPROVALS, OTHER CONDITIONS TO THE MERGER. Consummation of
the Merger is subject to the satisfaction of several conditions, including
approval of the Agreement by the shareholders of Bancshares at the Meeting, and
approval by the Board of Governors of the FRB, none of which have been obtained
as of the date hereof, and the non-withdrawal of such regulatory approvals.
See "The Merger--Conditions to the Merger."

TAX CONSEQUENCES. The exchange of Bancshares Stock for SFSC Common Stock
is intended to qualify as a tax-free exchange. See "The Merger--Federal
Income Tax Consequences."

DISSENTERS' RIGHTS. Bancshares shareholders may dissent from the Merger
and follow the statutory dissenters' procedure. See "Dissenters' Rights of
Holders of Bancshares Stock."

CERTAIN INFORMATION REGARDING MARKET VALUE OF SECURITIES. On May 16,
1995, SFSC Common Stock was quoted on the NASDAQ National Market System at
$14.25 "bid" and $15.25 "ask." SFSC Common Stock was first traded on the
NASDAQ National Market System in June 1990.

There has historically been no trading market for Bancshares stock and,
therefore, its market value is not immediately attainable. However,
Bancshares' Management believes 405 shares of Bancshares Stock were sold on
March 8, 1995 at $8,000.00 per share.

7
<PAGE> 23
MANAGEMENT OWNERSHIP OF COMMON STOCK. As of the date of this Proxy
Statement and Prospectus, the directors and management of Bancshares own 203
shares or 24.5% of the Bancshares Stock outstanding. See "Management of
Bancshares--Security Ownership of Directors, Officers and Certain Beneficial
Owners." Directors and executive officers of SFSC beneficially owned 778,370
shares of SFSC Common Stock, which represented 38.5% of the SFSC Common Stock
outstanding. See "State Financial Services Corporation--Security Ownership of
Directors, Officers and Certain Beneficial Owners."

PER SHARE FINANCIAL INFORMATION. The following presents certain selected
per-share financial data for SFSC and Bancshares, both on a historical and pro
forma basis. See also "Pro Forma Financial Information."

<TABLE>
<CAPTION>
SFSC Bancshares
---- ----------
Historical Pro Forma Historical Pro Forma(1)
---------- --------- ---------- ------------
<S> <C> <C> <C> <C>
Book Value
at December 31, 1994 $13.18 $13.31 (2) $5,260.69 $7,223.49
at March 31, 1995 13.59 13.68 (3) 5,372.68 7,424.27

Cash Dividends
for the year ended
December 31, 1994 0.42 0.42 72.00 227.94
for the three months
ended March 31, 1995 0.11 0.11 .00 59.70

Income
for the year ended
December 31, 1994 1.45 1.20 135.40 651.25
for the three months
ended March 31, 1995 0.38 0.34 111.99 184.52

</TABLE>

(1) These amounts show the equivalent book value, dividends, and
income represented by one (1) share of Bancshares Stock after
giving effect to the exchange ratio and applying it to SFSC pro
forma amounts. These amounts assume that 225,225 shares of SFSC
Common Stock are issued in the Merger and are derived by
multiplying SFSC pro forma amounts by the assumed 542.71-to-1
exchange ratio.

(2) Giving effect to SFSC's proposed acquisition of Bancshares, and
the pro forma adjustments related thereto, as if it had occurred
as of January 1, 1994.

8
<PAGE> 24
(3) Giving effect to SFSC's proposed acquisition of Bancshares, and
the pro forma adjustments related thereto, as if it had occurred
as of January 1, 1995.

SELECTED FINANCIAL DATA. The following table provides, for the
periods indicated, certain historical data for Bancshares and its
subsidiary, Waterford Bank, on a consolidated basis for the last five
years (dollars in thousands, except per share data). This data should be
read in conjunction with the separate financial statements and notes
thereto included in this Proxy Statement and Prospectus. Operating
results for the three-month period ending March 31, 1995 are not
necessarily indicative of the results that may be expected for the year
ended December 31, 1995. See also, "Selected Statistical
Information--Bancshares."

<TABLE>
<CAPTION>
Three
Months Ended
March 31, Year ended December 31,
------------------------- --------------------------------------------------------------

1995 1994 1994 1993 1992 1991 1990
<S> <C> <C> <C> <C> <C> <C> <C>
Summary of operations:
Interest income $ 718 $ 708 $ 2,880 $ 2,987 $ 3,026 $ 3,026 $ 3,204
Interest expense 297 296 1,126 1,271 1,396 1,683 1,771
--- --- ----- ----- ----- ----- -----
Net interest income 421 412 1,754 1,626 1,630 1,421 1,433
Provision for loan losses 8 26 492 209 101 71 54
--- --- ----- ----- ----- ----- -----
Net interest incoem after
provision for loan losses 413 386 1,262 1,417 1,529 1,350 1,379
Non-interest income 30 32 119 154 121 124 132
Non-interest expense 299 316 1,282 1,223 1,135 1,050 979
Income before income
taxes 144 102 99 348 515 424 532
Income taxes 51 20 (14) 64 127 125 140
--- --- ----- ----- ----- ----- -----
Net income $ 93 $ 82 $ 113 $ 284 $ 388 $ 299 $ 392
=== === ===== ===== ===== ===== =====
n/a (1)
Average equity 4,413 4,443 4,304 4,337 n/a (1) n/a (1) n/a (1)
Average assets 38,470 39,443 37,650 37,534 n/a (1) n/a (1)

Per share data
Net income $111.99 $94.90 $131.40 $326.44 $435.47 $316.74 $392.00
Period end book value 5,372.68 5,293.98 5,018.39 5,086.21 4,829.89 4,313.68 4,073.75
Weighted average
common shares outstanding 830 862 838 870 891 944 1,000
Cash dividends declared -0- -0- 70.00 70.00 68.37 66.00 64.00

</TABLE>

9
<PAGE> 25

<TABLE>
<CAPTION>
Three
Months Ended
March 31, Year ended December 31,
--------------------- -----------------------------------------------------------------
1995 1994 1994 1993 1992 1991 1990
<S> <C> <C> <C> <C> <C> <C> <C>
Period-end totals $36,478 $38,000 $38,720 $40,103 $38,793 $36,688 $33,562
Total assets 11,184 11,742 11,207 11,600 10,749 9,644 7,524
Securities 24,181 22,609 23,548 22,217 20,818 20,708 21,530
Total loans 731 370 707 338 242 214 214
Allowances for loan losses 31,651 33,236 34,287 25,539 34,014 32,066 28,921
Deposits -0- 112 -0- -0- 125 -0- 407
Long-term debt 4,459 4,394 4,366 4,425 4,202 4,098 3,756
Shareholders equity
</TABLE>

(1) Average information unavailable.

For comparable information with respect to SFSC, see the SFSC
1994 Annual Report delivered herewith and incorporated herein by
reference under the caption "Selected Consolidated Financial Data."

10
<PAGE> 26

SPECIAL CONSIDERATIONS

The ownership of SFSC Common Stock involves certain factors which
Bancshares shareholders should consider in electing whether to vote in favor of
the Merger or receive SFSC Common Stock, including the following:

DETERMINATION OF EXCHANGE RATIO. The ratio at which Bancshares Stock
will be converted into SFSC Common Stock will be determined with reference to
the market quotations of SFSC Common Stock quoted by firms making a market in
SFSC Common Stock after the date of this Proxy Statement and Prospectus. There
can be no assurance that the market quotations of SFSC Common Stock will not
increase, thereby decreasing the number of shares to be issued in connection
with the Merger. See "The Merger--Exchange Ratio."

MARKET FOR SFSC COMMON STOCK. SFSC Common Stock is traded on the National
Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ")
National Market System under the trading symbol "SFSW." The Company's stock
appears in the Wall Street Journal, the Milwaukee Journal Sentinel, and other
publications under the heading State Financial or StFncl.

BENEFICIAL OWNERSHIP OF SFSC. Present officers and directors of SFSC
beneficially own or hold the power to vote 779,690, or 38.5%, of the SFSC
Common Stock, and Jerome J. Holz, the Chairman of the Board and Vice President
of SFSC currently holds the power to vote approximately 28.8% of the SFSC
Common Stock outstanding (these figures include shares subject to unexercised
stock options as well as certain shares held by SFSC's Employee Stock Ownership
Plan; see "State Financial Services Corporation--Security Ownership of
Directors, Officers, and Beneficial Owners").

Mr. Holz is the Trustee of an irrevocable trust which was created by his
father (the "Holz Trust") which owns 300,326 shares (15.1%) of the SFSC Common
Stock. Mr. Holz is one of four equal beneficiaries of the Holz Trust. In the
event that the ownership interest of the Holz Trust in SFSC Common Stock falls
below 15%, the Holz Trust is automatically terminated and the shares owned
thereunder are distributed equally to the four beneficiaries thereof. With the
stock issued in relation to the transaction set forth herein, the beneficial
ownership of the Holz Trust in SFSC Common Stock will fall below 15% and the
Holz Trust will thus dissolve pursuant to the Holz Trust Agreement.
Accordingly, Mr. Holz' beneficial ownership in SFSC Common Stock will be
reduced to 349,104 shares, which includes the amount of shares distributed to
Mr. Holz upon the dissolution of the Holz Trust. The beneficial ownership of
SFSC Common Stock by present officers and directors of SFSC will be reduced to
554,446.

11
<PAGE> 27

Following consummation of the Merger (assuming the SFSC Common Stock is
valued at $14.75 per share and 225,225 shares of SFSC Common Stock are issued
to present Bancshares shareholders), and the dissolution of the Holz Trust, the
554,446 shares of SFSC Common Stock which present SFSC management would
beneficially own or hold the power to vote will represent approximately 25.1%
of the shares of SFSC Common Stock outstanding. Mr. Holz' voting percentage
would be reduced to approximately 15.8%.

RESTRICTIONS ON RESALE. Although the SFSC Common Stock to be issued in
connection with the Merger will be registered under the Securities Act,
directors and officers of Bancshares are subject to limitations under
applicable securities laws which will restrict their ability to resell shares
of SFSC Common Stock received by them.

LENDING RISKS. Both SFSC and Bancshares, through their respective
subsidiary banks, engage in commercial and consumer lending, which can involve
a high degree of risk.

INTEREST RATE RISK. Interest rate risk is an inherent part of the banking
business as financial institutions gather deposits and borrow other funds to
finance earning assets. Interest rate risk results when repricing of rates
paid on deposits and other borrowings does not coincide with the repricing of
interest-earning assets. Interest rate sensitivity management seeks to avoid
fluctuating net interest margins and to enhance consistent growth of net
interest income through periods of changing interest rates.

12
<PAGE> 28

THE MEETING

GENERAL. This Proxy Statement and Prospectus is being furnished to the
Bancshares shareholders in connection with the solicitation of proxies by the
Board of Directors of Bancshares for use at the Meeting. At the Meeting,
Bancshares' shareholders will consider and vote upon the approval of the
Agreement and upon any other business as may properly come before the Meeting.

Copies of this Proxy Statement Prospectus are first being mailed to
Bancshares' shareholders on or about __________, 1995. The copies of this
Proxy Statement and Prospectus being mailed to Bancshares shareholders are each
accompanied by a form of Proxy for use at the Meeting.

HOLDERS OF BANCSHARES STOCK ARE REQUESTED TO COMPLETE, DATE AND SIGN THE
ACCOMPANYING PROXY CARD AND RETURN IT PROMPTLY TO BANCSHARES IN THE ENCLOSED,
POSTAGE PAID ENVELOPE.

DATE, TIME AND PLACE. The Meeting will be held at ___:___ __p.m. on
______________, 1995 at _________________ Waterford, Wisconsin.

RECORD DATE; VOTING, AND QUORUM INFORMATION. The close of business
_______________, 1995 has been fixed by the Board of Directors of Bancshares as
the record date for determination of the shareholders entitled to notice of,
and to vote at, the Meeting (the "Record Date"). Only shareholders of record
at the close of business on the Record Date are entitled to vote at the Meeting
or at any adjournment thereof. On the Record Date, there were issued and
outstanding 830 shares of Bancshares Stock, of which each share entitled the
holder of record to one vote on the matters to be acted upon at the Meeting.
The affirmative vote of the holders of a majority of the outstanding shares of
Bancshares Stock (i.e., 416 shares) is required for approval of the Agreement.

Present directors and executive officers of Bancshares as a group
beneficially own or have the power to vote 203 shares, or approximately 24.5%
of the total outstanding shares of Bancshares Stock.

A quorum is necessary to conduct business at the Meeting. At the Meeting,
a quorum will exist with respect to each matter to be voted upon if a majority
of the votes entitled to be cast thereon is represented in person or by proxy.

For purposes of determining whether a quorum exists, shares shall be
considered represented at the Meeting by proxy even if the shareholder returns
a

13
<PAGE> 29

proxy card with no instructions as to voting with respect to all matters or any
particular matter, or if the shareholder abstains from voting with respect to
all matters or any particular matter. Provided certain conditions are met,
shares held for a beneficial owner in the name of a nominee (e.g., in "street
name") may be voted in the discretion of the nominee even though the nominee
receives no voting instructions from the beneficial owner. A "broker non-vote"
occurs when shares are held for a beneficial owner by a nominee and the nominee
does not vote upon a proposal because the nominee does not have discretionary
voting power and has not received voting instructions from the beneficial
owner. A "broker non-vote" will result in the shares represented thereby being
counted for purposes of establishing a quorum at the Meeting, although such
shares would not be considered as being voted either FOR or AGAINST approval of
the Agreement.

BOARD OF DIRECTORS' RECOMMENDATION. BANCSHARES' BOARD OF DIRECTORS HAS
UNANIMOUSLY APPROVED AND ADOPTED THE AGREEMENT AND RECOMMENDS THAT SHAREHOLDERS
OF BANCSHARES VOTE FOR APPROVAL OF THE AGREEMENT. SEE "THE MERGER--REASONS FOR
THE MERGER."

PROXIES AND REVOCATION OF PROXIES. A proxy in the accompanying form,
which is properly executed, duly returned to Bancshares and not revoked
("Proxy"), will be voted in accordance with the instructions contained therein.
If no instructions are given with respect to any particular matter to be acted
upon, a Proxy will be voted FOR approval of the Agreement. In the event that
any matter not described in this Proxy Statement and Prospectus properly comes
before the Meeting, the accompanying form of Proxy authorizes the persons
appointed as proxies thereby ("Proxyholders") to vote on such matter in their
sole discretion. At the present time, Bancshares Management knows of no other
matters that are to come before the Meeting. See "The Meeting--Other Matters."
Each such Proxy granted may be revoked at any time before it is voted by filing
a written notice of revocation with the Secretary of Bancshares, by delivering
to Bancshares a duly-executed Proxy bearing a later date, or by attending the
Meeting and voting in person.

SOLICITATION OF PROXIES. Proxies will be solicited primarily by mail. In
addition to solicitation by mail, officers and employees of Bancshares may
solicit Proxies by telephone or personal contact, but they will receive no
compensation for these services other than their regular salaries. The
expenses incurred in connection with the solicitation of Proxies for the
Meeting will be paid by Bancshares. However, because this Proxy Statement and
Prospectus constitutes part of the Registration Statement filed by SFSC under
the Securities Actof 1933, SFSC will bear the expense of printing and mailing
this Proxy Statement and Prospectus and of preparing much of the information
contained herein.

14
<PAGE> 30

OTHER MATTERS. Management does not intend to bring any other matters
before the Meeting. In the event that other matters properly come before the
Meeting, the persons named in the enclosed Proxy will vote in accordance with
their best judgment.

15
<PAGE> 31

THE MERGER

The following description of the Merger of Bancshares and Interim, a
subsidiary of SFSC, is qualified in its entirety by reference to the Agreement
and Plan of Merger, which is attached hereto as Exhibit A and is hereby
incorporated by reference.

EFFECTIVE DATE OF THE MERGER. Under the federal banking laws, the Merger
may not take effect until the transaction has been approved by the FRB. SFSC
has filed an application with the FRB for approval of the Merger. The
Agreement and Plan of Merger must also be ratified by an affirmative vote of a
majority of the issued and outstanding shares of Bancshares Stock and Interim
Common Stock. The United States Attorney General will have 30 days following
FRB's approval of the Merger to review the competitive effect of the Merger and
commence an antitrust action. In addition to such regulatory approval, there
are other conditions to the respective obligations of SFSC and Bancshares to
consummate the Merger. See "Conditions to the Merger." It is presently
estimated that the Effective Date of the Merger will occur on ____________,
1995.

CONVERSION OF SECURITIES. Upon consummation of the Merger, each share of
Bancshares Common Stock will be entitled to receive $8,005.00 to be paid in a
combination of cash and installment notes ("Notes") and shares of SFSC Common
Stock. Each shareholder of Bancshares will be entitled to elect the form of
consideration to be received for his/her shares of Bancshares Stock; provided,
however, that the aggregate amount of cash and Notes to be paid to the
shareholders of Bancshares will equal 50% of the Merger consideration and the
remaining 50% of the aggregate Merger consideration will be paid with shares of
SFSC Common Stock. In the event that there is an over subscription of SFSC
Common Stock or cash and Notes (including cash to be received for shares held
by dissenting shareholders or for fractional shares), SFSC and Bancshares will
allocate such consideration in proportion to the elections of the shareholders
of Bancshares based upon a number of shares of Bancshares Stock owned by such
shareholders such that the foregoing allocations will be achieved.

EXCHANGE RATIO. If the Merger is consummated, 50% of the aggregate
Merger consideration will be paid with shares of SFSC Common Stock. The market
value of SFSC Common Stock will be determined as follows:

1. All of the "bid" and "ask" quotations as set forth by all of the
market makers in SFSC Common Stock on each of the 20 trading days preceding the

16
<PAGE> 32

Closing Date of the Merger will be averaged daily to determine the market
quotation for that day (the "Average Quote").

2. The highest Average Quote and the lowest Average Quote will be
discarded.

3. The remaining 18 Average Quotes will be added and the sum will be
divided by 18 to determine the market value of SFSC Common Stock (the "Market
Value") .

4. In the event the Market Value is greater than 110% of SFSC's net book
value as of the most recently completed month-end prior to the Closing Date,
the Market Value will be assumed to be equal to 110% of such net book value.

5. In the event the Market Value is less than 105% of SFSC's net book
value as of the most recently completed month-end prior to the Closing Date,
the Market Value will be assumed to be equal to 105% of such net book value.

As of the date of this Proxy Statement and Prospectus, the market value of
a share of SFSC Common Stock, determined according to the above formula, would
be $14.75 per share (108.54% of SFSC's net book value as of March 31, 1995) and
each share of Bancshares Stock electing consideration in SFSC Common Stock (and
allocated payment in SFSC Common Stock) would be converted into 542.7119 shares
of SFSC Common Stock. The actual exchange ratio will be determined, however,
based upon the Average Quotes of SFSC Common Stock computed after the date of
this Proxy Statement and Prospectus. There can be no assurance that the
Average Quotes of SFSC Common Stock will not increase subsequent to the date
hereof, which would decrease the number of shares of SFSC Common Stock to be
received for each share of Bancshares Stock held. The exchange ratio was
determined through negotiation following a solicitation of offers to purchase
by the Board of Directors of Bancshares. Among the factors considered were the
respective book value, assets quality, current and prospective earnings, other
recent bank acquisitions, changing competitive conditions in the banking
industry, respective customer bases, and physical facilities.

No fractional shares of SFSC Common Stock will be issued in the Merger.
Any fractional shares will be paid to the holder thereof in an amount of cash
equal to the product obtained by multiplying the fractional share interest to
which such holder is entitled by the Market Value of SFSC Common Stock.

Provided the Merger is approved and the other conditions met, promptly
following the Meeting, Bancshares shareholders will be sent a Letter of

17
<PAGE> 33

Transmittal which is to accompany the Bancshares Stock certificates to be
surrendered in accordance with the terms of the Merger. All certificates
representing Bancshares Stock should be forwarded to the Firstar Trust Company,
Milwaukee, Wisconsin, the exchange agent and depository.

Promptly following the effective date of the Merger, SFSC will forward
certificates for SFSC Common Stock to the Bancshares shareholders who have
elected to receive SFSC Common Stock and who have completed and forwarded their
Letter of Transmittal and Bancshares stock certificate. Promptly following the
effective date of the Merger, SFSC will forward checks or Notes to the
Bancshares shareholders who have elected to receive cash or Notes and who have
completed and forwarded their Letter of Transmittal and Bancshares stock
certificate. After the effective date of the Merger, stock certificates of
Bancshares will evidence the right to receive $8,005.00 per share to paid in
the form of SFSC Common Stock and cash or Notes for all corporate purposes.

REASONS FOR THE MERGER. The Board of Directors of Bancshares has
concluded that the Merger is in the best interests of the holders of Bancshares
Common Stock and the customers of Waterford Bank. The shares of Bancshares
will be converted into the right to receive $8,005.00 per share in cash, Notes
and/or shares of SFSC Common Stock having a market value of $8,005.00. This
price is substantially greater than the price paid for Bancshares Stock in any
sales known to Bancshares other than the sale in 1995 of a block of Bancshares
Stock representing 48.7% of its outstanding shares. Based on the historic
dividends paid by SFSC, the conversion of Bancshares Stock into shares of SFSC
Common Stock is expected to result in the receipt by Bancshares shareholders of
dividends substantially greater than the dividends currently being paid on
Bancshares Stock. The conversion of Bancshares Stock into cash or Notes will
provide shareholders of Bancshares with greater liquidity and, in the case of
the Notes, with a higher yield than is currently available on Bancshares Stock.

18
<PAGE> 34

In addition, those shareholders of Bancshares whose shares are converted
into SFSC Common Stock will receive in a tax-free transaction a security issued
by a larger enterprise which is traded on the NASDAQ National Market System and
whose price is quoted in various publications including the Wall Street Journal
and the Milwaukee Journal-Sentinel. Furthermore, SFSC Common Stock is
distributed among a much larger number of holders and should, therefore,
provide Bancshares' shareholders with a more marketable security.

Upon consummation of the Merger, Waterford Bank will have access to the
greater resources of SFSC in a number of operational areas, such as sales,
marketing, product development, computer systems, internal auditing, employee
benefits, loan analysis and review of certain aspects of regulatory compliance.
As a subsidiary of SFSC, Waterford Bank will have available to it a source of
additional capital that will enable it to participate in larger loans. The
customers of Waterford Bank will have access to additional services offered by
certain of SFSC's bank-related subsidiaries. Employees of Waterford Bank will
have more career advancement opportunities in a larger organization.

FOR THESE REASONS, THE BOARD OF DIRECTORS OF BANCSHARES UNANIMOUSLY
RECOMMENDS A VOTE "FOR" THE TRANSACTIONS CONTEMPLATED BY THE AGREEMENT. The
Directors of Bancshares have agreed with SFSC to recommend that shareholders of
Bancshares approve the Merger, to exert their best efforts to obtain the
requisite vote for such shareholder approval, and to vote all shares of
Bancshares Stock over which they have voting rights in favor of such approval.

POST-MERGER OPERATIONS. SFSC does not anticipate any immediate changes in
Bancshares' business. SFSC intends to continue to operate Waterford Bank as a
community Bank, responsive to the financial needs of its customers and the
local community. Upon consummation of the transaction, SFSC will implement its
operating policies, including policies covering loans, investments, liquidity,
and interest rate risk management, at Waterford Bank to conform it with the
policies currently in effect at SFSC's banking subsidiary, State Financial
Bank.

SFSC anticipates changes in the composition of Waterford Bank's Board of
Directors following consummation of the Merger. As of the date of this Proxy
Statement and Prospectus, the changes and the composition of Waterford Bank's
Board of Directors have not been determined.

In addition, upon receipt of regulatory and shareholder approval, SFSC
will immediately begin a search for an individual to fill the vacant position
of President and Chief Executive Officer at Waterford Bank.

19
<PAGE> 35

DIVIDENDS. Bancshares has historically paid a dividend. Based upon the
purchase price in this transaction of $8,005.00 per share, the $72.00 per share
dividend paid by Bancshares in 1994 equates to a dividend yield of 0.9%. Based
upon the fair market value of SFSC Common Stock ($14.75) used in the exchange
ratio calculated herein and SFSC's current annual dividend of $0.44 per share,
the dividend yield on SFSC Common Stock is 2.99%. For those shareholders
electing to exchange their Bancshares Common Stock for SFSC Common Stock, it is
expected that their return in the form of dividends will increase from that
which they currently receive from Bancshares. Although SFSC has regularly paid
dividends since its inception in 1984, there can be no assurance that such
dividends will be paid in the future.

DIRECTOR AND SHAREHOLDER ACTION. The Board of Directors of SFSC has
authorized and approved the Agreement by a unanimous vote of its directors. No
action on the part of the shareholders of SFSC is necessary. The Agreement has
been authorized and approved by a unanimous vote of the directors of Interim
and is subject to ratification and confirmation of Interim's only shareholder,
SFSC, which has indicated that it will approve the Agreement. See "Method of
Merger" and "Interim Bank."

The Board of Directors of Bancshares has authorized and approved the
Agreement and recommends that the Bancshares shareholders vote in favor of the
ratification and confirmation of the Agreement. The affirmative vote of a
majority of the outstanding shares of Bancshares Stock is required for
ratification and confirmation of the Agreement. The directors of Bancshares,
who own a total of 202 shares, or 24.3% of the outstanding shares of Bancshares
Stock, intend to vote in favor of the Agreement.

There were no disagreements among the members of either the SFSC Board of
Directors or the Bancshares Board of Directors relating to the approval of the
Agreement.

FEDERAL INCOME TAX CONSEQUENCES. SFSC and Bancshares intend that the
Merger qualify as a tax-free reorganization pursuant to Section 368(a)(1)(A)
and 368(a)(2)(D) of the Internal Revenue Code (the "Code") to the extent that
SFSC Common Stock is used in the payment of the consideration involved in the
exchange. SFSC and Bancshares have received an opinion from Bancshares'
counsel substantially to the effect that: (a) the Merger will constitute a
tax-free reorganization under the Code to the extent the Bancshares Stock is
exchanged for SFSC Common Stock and that SFSC, Bancshares, and Interim will
each be a party to the reorganization within the meaning of Section 368(b) of
the Code; (b) a

20
<PAGE> 36

shareholder of Bancshares who receives SFSC Common Stock in the Merger will
recognize no gain or loss upon the exchange of Bancshares Stock for SFSC Common
Stock exchanged therefor; (c) cash or Notes received by shareholders of
Bancshares for shares of Bancshares Stock will treated as distributions under
Section 302(a) of the Code, except to the extent that Notes received will be
subject to tax implications upon the actual receipt of cash in payment
thereunder; (d) the holding period for shares of SFSC Common Stock received by
Bancshares shareholders will include the holding period of the shares of
Bancshares Stock exchanged therefor, provided the shares of Bancshares Stock
were held as capital assets at the time of such exchange.

This opinion is based upon certain assumptions and certain representations
of SFSC and Bancshares and will not be binding upon the Internal Revenue
Service.

THE FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL
INFORMATION ONLY. EACH SHAREHOLDER OF BANCSHARES SHOULD CONSULT HIS OR HER OWN
TAX ADVISOR AS TO THE SPECIFIC TAX CONSEQUENCES OF THE MERGER TO THE
SHAREHOLDER, INCLUDING THE APPLICATION AND EFFECT OF FEDERAL, STATE, LOCAL, AND
OTHER TAX LAWS.

METHOD OF MERGER. The Merger will be accomplished by merging Bancshares
with a temporary corporation organized by SFSC pursuant to the laws of
Wisconsin under the name WBAC, Inc. ("Interim") for the sole purpose of
facilitating the Merger. Pursuant to the terms of the Agreement, Bancshares
will be merged with and into Interim and its separate existence will cease upon
consummation of the Merger. The organizers of Interim are all officers or
members of the Board of Directors of SFSC and the organizational capital of
Interim has been contributed by and will be returned to SFSC upon consummation
of the Merger.

ACCOUNTING TREATMENT. The Merger will be treated as a purchase for
accounting purposes. The cost to SFSC of the acquisition will include the cash
paid, the Notes, and the fair value of the SFSC Common Stock to be issued in
the Merger. Post-merger, the difference between the cost to SFSC and the fair
value of the net assets of Bancshares will be recorded on Interim's balance
sheet as cost in excess of net assets of business acquired, an amortizable
premium on assets acquired. This amount will ultimately be included in SFSC's
consolidated financial statements as a result of the accounting consolidation
of Bancshares into SFSC.

21
<PAGE> 37

CONDITIONS TO THE MERGER. The obligations of SFSC and Bancshares to
consummate the Merger are subject to (i) the receipt of all necessary orders,
consents, and approvals relating to the merger from governmental agencies,
including the FRB; (ii) approval of the Merger by the holders of a majority of
the outstanding shares of Bancshares Stock; and (iii) certain opinions of
counsel for the respective parties as to the legality of the transaction.

The obligation of SFSC to consummate the Merger is subject to additional
conditions, including, among other things, (i) compliance by Bancshares with
its covenants to be performed or complied with prior to the Effective Date of
the Merger and accuracy of the representations and warranties of Bancshares
contained in the Agreement; (ii) the absence of any litigation, proceeding,
investigation or inquiry, pending or threatened, to enjoin or prevent
consummation of the Merger; and (iii) the absence of material adverse changes
in the financial condition or business of Bancshares and its subsidiary. See
Article VII, Section 7.02 of the Agreement.

The obligation of Bancshares to consummate the Merger is subject to
additional conditions, including, among other things, compliance by SFSC with
its covenants to be performed or complied with prior to the Effective Date of
the Merger and the accuracy of the representations and warranties of SFSC
contained in the Agreement. See Article VII, Section 7.03 of the Agreement.

WAIVER, AMENDMENT OR TERMINATION. In addition to the right of either SFSC
or Bancshares to waive certain of the conditions to its obligations to proceed,
the Agreement is subject to amendment (either before or after approval by
Bancshares' shareholders at the Meeting), at any time prior to the effective
date of the Merger, by mutual consent of the respective Boards of Directors.
However, after approval by the Bancshares' shareholders, no amendment may be
made which would reduce the amount or change the type of consideration into
which each share of Bancshares' Stock will be converted pursuant to the
Agreement.

The Agreement may be terminated and the Merger abandoned at any time
before the effective time of the Merger: by mutual consent of SFSC and
Bancshares; by either SFSC or Bancshares if the conditions to its obligation to
proceed have not been satisfied or waived by December 31, 1995; by either SFSC
or Bancshares upon issuance of a final decree or judgment preventing
consummation of the Merger by a court or other governmental entity; by either
SFSC or Bancshares if the respective representations or warranties are
discovered to be untrue; or by SFSC if the Board of Directors of Bancshares
fails to recommend the Agreement to the shareholders of Bancshares or
recommends to such shareholders an acquisition of Bancshares by a party other
than SFSC or fails

22
<PAGE> 38

to recommend against acceptance of such other acquisition proposal. In the
event of a termination, each party will pay the expenses incurred by it, except
that if the Agreement is terminated because the Board of Directors of
Bancshares fails to recommend this Agreement to the shareholders or recommends
(or fails to recommend against acceptance of) a competing offer, then
Bancshares will be obligated to pay the sum of $75,000 to SFSC.

RESALE OF SFSC COMMON STOCK ISSUED IN THE MERGER; AFFILIATES.
Shareholders of Bancshares who are not affiliates of Bancshares may resell the
SFSC Common Stock acquired by them in connection with the Merger without
restriction.

The SFSC Common Stock held by "affiliates" (as such term is defined by
Rule 144 under the Securities Act of 1933) of Bancshares who do not become
affiliates of SFSC after consummation of the Merger may not be sold except
pursuant to an effective registration statement under the Securities Act of
1933 covering such shares, or in compliance with Rule 145 promulgated under the
Securities Act of 1933 or another applicable exemption from the registration
requirements of the Securities Act of 1933. Generally, Rule 145 permits SFSC
Common Stock held by such shareholders to be sold in accordance with certain
provisions of Rule 144 under the Securities Act of 1933. In general, these
provisions of Rule 144 permit a person to sell on the open market in brokers'
transactions within any three-month period a number of shares that does not
exceed the greater of 1% of the then outstanding shares of SFSC Common Stock or
the average weekly trading volume in SFSC Common Stock on all exchanges during
the four calendar weeks preceding such sale. Sales under Rule 144 are also
subject to the availability of current public information about SFSC. The
restrictions on sales will cease to apply under most circumstances once the
former Bancshares affiliate has held the shares of SFSC Common Stock for at
least two years. The SFSC Common Stock held by affiliates of Bancshares who
become affiliates of SFSC will be subject to additional restrictions on the
ability of such persons to sell such shares.

PRO FORMA FINANCIAL INFORMATION

The following unaudited pro forma condensed consolidated balance sheet as
of March 31, 1995 and the pro forma condensed consolidated statements of income
for the three months ended March 31, 1995 and for the year ended December 31,
1994 give effect to the acquisition of 100% of the outstanding shares of
Bancshares by SFSC. The pro forma information is based upon the historical
financial statements of SFSC and Bancshares, giving effect to the proposed
transaction under the purchase accounting method of accounting and the

23
<PAGE> 39

assumptions and adjustments in the accompanying notes to the pro forma
financial statements.

The pro forma statements have been prepared by SFSC management based upon
the financial statements of SFSC and Bancshares as of March 31, 1995 and
December 31, 1994 as if the acquisition had occurred at the beginning of each
respective period and may not be indicative of the results that actually would
have occurred if the combinations had been in effect on the dates indicated or
which may be obtained in the future. The pro forma financial statements should
be read in conjunction with the audited financial statements of SFSC and
Bancshares contained elsewhere herein or incorporated herein by reference.

24
<PAGE> 40

STATE FINANCIAL SERVICES CORPORATION
PRO FORMA CONSOLIDATED BALANCE SHEET (UNAUDITED)
MARCH 31, 1995
(IN THOUSANDS)
<TABLE>
<CAPTION>
Pro Forma Pro Forma
As Reported Adjustments Eliminations Consolidated
------------------------------------------------------------------------------------
ASSETS State Financial Bancshares
------------------------------------
<S> <C> <C> <C> <C> <C>
Cash and due from banks $ 12,391 $ 969 $ (135)(2) $ 13,225
Federal funds sold 0 45 45
Investment securities - held-to-maturity 33,513 11,184 71 (4) 44,768
Investment securities - available-for-sale 22,748 22,748
Investment in Bancshares 0 4,459 (5) $ (4,459)(5) 0
Loans 152,008 24,181 176,189
Less allowance for loan losses 2,030 731 2,761
--------------------------------------------------------------------------------
Net loans 149,978 23,450 173,428
Premises and equipment 4,339 316 4,655
Accured interest receivable 1,598 324 1,922
Other assets 1,447 184 1,631
Goodwill 334 334
Branch acquisition premium 101 101
Organization costs 12 6 18
Cost in excess of net assets of
business acquired 0 0 2,189 (3) 2,189
--------------------------------------------------------------------------------
$ 226,461 $ 36,478 $ 6,584 $ (4,459) $265,064
================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
Demand $ 41,928 $ 2,981 $ 44,909
Savings 65,283 9,930 75,213
Other time 86,735 18,740 105,475
--------------------------------------------------------------------------------
Total Deposits 193,946 31,651 0 225,597
Notes payable 96 0 3,322 (4) 3,418
Federal funds purchased 0 200 200
Securities sold under agreements to
repurchase 4,350 4,350
Accrued expenses and othe liabilities 336 13 349
Accured interest payable 744 155 899
--------------------------------------------------------------------------------
Total liabilities 199,472 32,019 3,322 234,813

--------------------------------------------------------------------------------
Stockholders' equity
Common Stock
Common Stock - State Financial 198 23 (1) 221
Capital surplus- State Financial 18,034 3,239 (1) 21,273
Common Stock - Bancshares 0 1 (1)(5) 0
Capital surplus - Bancshares 0 2,099 (2,099)(5) 0
Retained earnings 9,736 2,883 (2,883)(5) 9,736
Net unrealized holding loss on
securities available-for-sale (454) (454)
Treasury Stock - Bancshares (524) 524 524 (5) 0
Less: Guaranteed ESOP obligation (525) 0 (525)
--------------------------------------------------------------------------------
26,989 4,459 3,262 (4,459) 30,251
--------------------------------------------------------------------------------
$ 226,461 $ 36,478 $ 3,584 $ (4,459) $265,064
================================================================================
</TABLE>

25
<PAGE> 41

STATE FINANCIAL SERVICES CORPORATION
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
(UNAUDITED)
FOR THE THREE MONTH ENDED MARCH 31, 1995
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
Pro Forma Pro Forma
As Reported Adjustments Consolidated
-----------------------------------------------------------------------
State Financial Bancshares
----------------------------
<S> <C> <C> <C> <C>
Interest income:
Loans $ 3,560 $ 516 $ 0 (4) $ 4,076
Investment securities
Taxable 590 127 (4) (4) 713
Tax-exempt 168 51 219
Federal funds sold 17 24 41
-----------------------------------------------------------------
Total interest income 4,335 718 (4) 5,049

Interest expense:
Deposits 1,416 297 1,713
Notes payable and other borrowings 46 1 66 (7) 113
-----------------------------------------------------------------
Total interest expense 1,462 298 66 1,826

-----------------------------------------------------------------
Net interest income 2,873 420 (70) 3,223
Provision for loan losses 45 8 53
-----------------------------------------------------------------
Net interest income after provision
for loan losses 2,828 412 (70) 3,170
Other income:
Service charges on deposit accounts 241 18 259
Merchant services 154 0 154
Other 201 13 214
-----------------------------------------------------------------
596 31 0 627
Other expenses:
Salaries and employee benefits 1,016 150 1,166
Net occupancy expense 205 5 210
Equipment rentals, depreciation and
maintenance 191 55 0 (4) 246
Data processing 130 4 134
Legal and professional 83 47 130
Merchant services 140 0 140
Regulatory agency assessments 110 21 131
Other 467 17 39 (4) 523
-----------------------------------------------------------------
2,342 299 39 2,680

-----------------------------------------------------------------
Income before income taxes 1,082 144 (109) 1,117
Income taxes 348 51 (23) (8) 376
-----------------------------------------------------------------
Net income $ 734 $ 93 $ (86) $ 741
================================================================
Net income per common and
common equivalent share $0.38 $0.34
================================================================
</TABLE>

26
<PAGE> 42

STATE FINANCIAL SERVICES CORPORATION
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
(UNAUDITED)
FOR THE THREE MONTH ENDED MARCH 31, 1995
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
Pro Forma Pro Forma
As Reported Adjustments Consolidated
-----------------------------------------------------------------------
State Financial Bancshares
----------------------------
<S> <C> <C> <C> <C>
Interest income:
Loans $ 12,086 $2,093 $ 0 (4) $ 14,179
Investment securities
Taxable 2,126 516 44 (4) 2,686
Tax-exempt 790 240 1,030
Federal funds sold 226 31 257
-----------------------------------------------------------------
Total interest income 15,228 2,880 44 18,152

Interest expense:
Deposits 4,751 1,118 5,869
Notes payable and othe borrowings 22 8 266 (6) 296
-----------------------------------------------------------------
Total interest expense 4,773 1,126 266 6,165

-----------------------------------------------------------------
Net interest income 10,455 1,754 (222) 11,987
Provision for loan losses 120 492 612
-----------------------------------------------------------------
Net interest income after provision
for loan losses 10,335 1,262 (222) 11,375
Other income:
Service charges on deposit accounts 1,068 70 1,138
Merchant services 608 0 608
Other 762 48 810
-----------------------------------------------------------------
2,438 118 0 2,556
Other expenses:
Salaries and employee benefits 3,633 676 4,309
Net occupancy expense 783 33 816
Equipment rentals, depreciation and
maintenance 933 153 0 (4) 1,086
Data processing 609 12 621
Legal and professional 289 99 388
Merchant services 519 0 519
Regulatory agency assessments 443 86 529
Other 1,747 222 183 (4) 2,152
-----------------------------------------------------------------
8,956 1,281 183 10,420

-----------------------------------------------------------------
Income (loss) before income taxes 3,817 99 (405) 3,511
Income taxes 1,010 (14) (90) (8) 906
-----------------------------------------------------------------
Net income (loss) $ 2,807 $ 113 $ (315) $ 2,605
================================================================
Net income (loss) per common and
common equivalent share $1.45 $1.20
================================================================
</TABLE>

27
<PAGE> 43
STATE FINANCIAL SERVICES CORPORATION
NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Holders of Bancshares Stock will receive $8,005.00 for each share of
Bancshares Stock held for a total purchase price of $6,644,150 based upon the
830 shares of Bancshares Stock outstanding. The aggregate Merger consideration
will be paid 50% in exchange for SFSC Common Stock and 50% in the form of
either cash or Notes.

The "Market Value" of SFSC Common Stock for purposes of calculating the
exchange ratio will be determined in the following manner. On each of the 20
trading days prior to closing, all "bid" and "ask" quotations quoted by all
firms then making a market in SFSC Common Stock will be averaged to calculate
the market quotation for that day (the "Average Quote"). Excluding the one
trading day during such period on which the highest Average Quote was reported
and the one trading day during such period on which the lowest Average Quote
was reported, the remaining Average Quotes will be summed and the result
divided by 18 to determine the Market Value of SFSC Common Stock to be used for
purposes of calculating the exchange ratio. In the event the Market Value is
greater than 110% of the net book value of SFSC, the Market Value will be
assumed to be equal to 110% of such net book value. In the event the Market
Value is less than 105% of the SFSC net book value, the Market Value will be
assumed to be equal to 105% of net book value. Net book value will be
calculated as of the most recently completed month end prior to closing in
accordance with generally accepted accounting principles consistently applied.
For purposes of the calculations contained herein, the Market Value of SFSC
Common Stock is assumed to be $14.75 per share.

(1) Reflects increase in outstanding common stock as a result of the
acquisition of Bancshares by SFSC (dollars in thousands).
<TABLE>
<CAPTION>
SFSC Bancshares SFSC
Investment Stock shares issued @
in Outstanding 542.7119
Bancshares Actual # Exch. Ratio*
<S> <C> <C> <C>
Bancshares purchase price $6,644 830 225,225
</TABLE>

* Assumes 50% of the acquisition funded by exchange of SFSC Common Stock.

28
<PAGE> 44

<TABLE>
<CAPTION>
SFSC Capital Notes Total
Common Stock Surplus Payable
---------------------------------------------------
<S> <C> <C> <C> <C>
Issuance of SFSC
Common Stock & Notes Payable $23 $3,299 $3,322 $6,644
Less: Costs Associated with SEC
registration statement 60 60
---------------------------------------------------
$23 $3,239 $3,322 $6,584
===================================================
</TABLE>

This analysis represents the acquisition of Bancshares by SFSC assuming
50% of Bancshares is acquired in exchange for Notes issued by SFSC for a
two year term, fully amortized, at 8%, and 50% is acquired in exchange for
SFSC Common Stock.

(2) Estimated out-of-pocket costs of Bancshares acquisition

<TABLE>
<S> <C>
Professional fees associated with
Bancshares acquisition $75
Costs associated with SEC registration
statement 60
Cash payments for fractional shares 0
------
$135
======
</TABLE>

(3) Under purchase accounting, Bancshares' assets and liabilities are
required to be adjusted to their estimated fair values. The estimated
fair value adjustments have been determined by SFSC based upon
available information. SFSC cannot be sure that such estimated values
represent the fair value that would ultimately be determined at the
acquisition date. The following are the pro forma adjustments made to
reflect Bancshares' estimated fair values at March 31, 1995.

<TABLE>
<S> <C>
Purchase price of Bancshares $6,644
Costs of acquisition 75
------
$6,719
======
Historical net assets of Bancshares at
March 31, 1995 $4,459
</TABLE>

29
<PAGE> 45

Fair market value adjustments as of March 31, 1995 based upon actual
figures:

<TABLE>
<S> <C>
Investment securities 71
Premises and equipment 0
Loans 0
Cost in excess of net assets of business
acquired 2,189
------
$6,719
======
</TABLE>

(4) For purposes of determining the pro forma effect of the Bancshares
acquisition on the Consolidated Statement of Income, the following pro
forma adjustments have been made. These adjustments represent the
amortization of the purchase accounting adjustments associated with
the acquisition of Bancshares for the twelve months ended December 31,
1994. Items (A), (B) and (C) have been calculated net of income tax
effects using a 39% income tax rate.

<TABLE>
<CAPTION>
Three months ended Year ended
March 31, 1995 December 31, 1994
------------------ ------------------
<S> <C> <C> <C>
(A) Yield adjustment for interest on investments
(3 year amortization) (4) 44

(B) Depreciation on Building Adjustment--
Bancshares (31.5 years straight line) 0 0

(D) Amortization of cost in excess of net assets acquired
-- Bancshares (14 year amortization) 39 183

</TABLE>

(5) Intercompany eliminated entry.

(6) Interest on Notes for one year at 8% per year.

(7) Interest on Notes for one quarter at 8% per year.

(8) Tax benefit of interest on Notes interest at 34%.

30
<PAGE> 46

BUSINESS OF BANCSHARES

GENERAL. Bancshares was organized in 1990 under Wisconsin law to become a
bank holding company for Waterford Bank, both of which have offices located at
217 North Milwaukee Street, Waterford, Wisconsin 53185. Bancshares through its
subsidiary bank, engages in general commercial and consumer banking, including
the acceptance of deposits for demand, time, and savings accounts and the
servicing of such accounts; and commercial, mortgage, and consumer lending to
persons and businesses in the town of Waterford and surrounding communities.

As of March 31, 1995, Bancshares had total assets of $36.5 million, net
loans of $23.4 million, total deposits of $31.7 million, and stockholders'
equity of $4.5 million. Bancshares' headquarters property had a net book value
at March 31, 1995 of $223,000 and is not subject to any encumbrance.

PROPERTY. Bancshares, and its subsidiary bank, occupy approximately
10,126 square feet of space in a building owned by Waterford Bank located at
217 North Milwaukee Street, Waterford, Wisconsin.

EMPLOYEES. At March 31, 1995, Bancshares and Waterford Bank employed 14
full-time and 6 part-time employees. Bancshares and Waterford Bank consider
their relations with their employees to be excellent. Employees who meet
eligibility requirements are entitled to participate in employee benefit plans,
which include group health and dental insurance, all the costs of which are
paid by the employer.

LEGAL PROCEEDINGS. Bancshares and Waterford Bank are engaged in routine
litigation incidental to the nature of the business as a banking association,
none of which, in the aggregate, is expected to have a material adverse effect
on the operations of Bancshares, Waterford or SFSC.

SUPERVISION AND REGULATION. Bancshares is a Wisconsin corporation
organized as a bank holding company registered under the federal Bank Holding
Company Act of 1956, as amended, and, as such, is subject to the supervision
and regulation of the FRB. Bancshares owns all of the capital stock of
Waterford Bank, a state-charted banking organization and as such is subject to
the primary supervision and regular examination of the Wisconsin Commissioner
of Banking (the "Commissioner"). Waterford Bank's deposits are also insured by
the Federal Deposit Insurance Corporation ("FDIC"). Accordingly, Waterford
Bank is also subject to the supervision of and certain regulations issued by
the FDIC. Waterford Bank is currently operating under a Memorandum of
Understanding (the "Memorandum") issued by the Commissioner and the FDIC. In
the opinion of

31
<PAGE> 47

Bancshares and Waterford Bank, Waterford Bank is in substantial compliance with
the Memorandum.

Waterford Bank and its operations are affected by various legal
restrictions and requirements, including the requirement to maintain reserves
against deposits, restrictions on the nature and the amount of loans and the
interest charged thereon, and restrictions related to investments and other
activities.

See "Regulation of SFSC, State Financial Bank, Bancshares and Waterford Bank."

DIVIDENDS. Holders of Bancshares Stock are entitled to receive such
dividends as may be declared by the Bancshares Board of Directors paid from
time to time out of funds legally available therefor. Bancshares ability to
pay dividends depends upon the receipt of dividends from Waterford Bank.
Waterford Bank's ability to pay dividends is regulated by various banking
statutes. In 1993, Bancshares paid total dividends of $61,000 or $70.00 per
share. In 1994, Bancshares paid total dividends of $60,000 or $72.00 per
share.

MARKET PRICE. There is no public trading market for Bancshares Stock.
As of December 31, 1994, Bancshares had 21 shareholders of record holding the
830 shares of Bancshares Stock outstanding. Bancshares' management believes
that on March 8, 1995, 405 shares of Bancshares Stock were sold at $8,000.00
per share.

32
<PAGE> 48

MANAGEMENT OF BANCSHARES

DIRECTORS. The following table sets forth for each director of Bancshares
his/her name, age, principal occupation for the past five years, the year in
which he/she first became a director of Bancshares or a predecessor thereof,
and the year in which his/her current term as a director will expire.

<TABLE>
<CAPTION>
Current
Director Term
Name Age Principal Occupation Since Expires
---- --- -------------------- ------- -------
<S> <C> <C> <C> <C>
Oliver De Hart 55 Owner, Woodland Tier One, a retail boating 1993 1996
store

Charles M. Noll 73 Retired 1974 1996

Miles O. Anderson 86 Retired 1967 1996

John Mamerow 64 Owner and operator of his own farm 1993 1996
</TABLE>

EXECUTIVE OFFICERS. The following are the names, ages, and principal
occupations for the past five years of each of the executive officers of
Bancshares and its subsidiary, Waterford Bank.

Frances M. Koukol, age 75. Mrs. Koukol has been employed by Bancshares
and Waterford Bank at all times during the preceding five years serving as
Bancshares Secretary and Waterford Bank's Cashier.

SECURITY OWNERSHIP OF DIRECTORS, OFFICERS AND PRINCIPAL SHAREHOLDERS

DIRECTORS AND EXECUTIVE OFFICERS. The following table sets forth, as of
May 8, 1995, the number of shares of Bancshares Stock beneficially owned by
Bancshares directors and executive officers both individually and as a group:

<TABLE>
<CAPTION>
Number of Shares Percentage of
of Bancshares Stock Outstanding
Name Beneficially Owned Shares
---- ------------------- ------------
<S> <C> <C>
Miles O. Anderson 52 6.3%
Oliver De Hart 10 1.2
Frances M. Koukol 1 0.1
Charles M. Noll 140 16.9
All directors and executive
officers as a group (6 persons),
including the above-named individuals 203 24.5%
</TABLE>

33
<PAGE> 49

BENEFICIAL OWNERS. The following sets forth information as of May 8,
1995, with respect to the only persons known to Bancshares to be the
"beneficial owners" (as defined in accordance with Rule 13d-3 under the
Securities Exchange Act of 1934) of more than 5% of the outstanding shares of
Bancshares Stock.

Name and Business Address Ownership of Bancshares Stock

Miles O. Anderson Mr. Anderson beneficially owns 52 shares of
217 North Milwaukee Street Bancshares Stock, which represents 6.3% of
Waterford, WI 53185 the 830 shares of Bancshares Stock
outstanding.

Charles M. Noll Mr. Noll beneficially owns 140 shares of
217 North Milwaukee Street Bancshares Stock, which represents 16.9% of
Waterford, WI 53185 the 830 shares of Bancshares Stock
outstanding.

Gerald Fitzgerald, Jr. Mr. Fitzgerald beneficially owns 404 shares of
1683 Beaver Pond Road Bancshares Stock, which represents 48.7%
Inverness, IL 60067 of the 830 shares of Bancshares Stock
outstanding.

34
<PAGE> 50

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS--BANCSHARES

The following is Bancshares management's discussion and analysis of
financial condition and results of operations for the three months ended March
31, 1995 and 1994 and for the years ended December 31, 1993 and 1994.

This discussion and analysis should be read in conjunction with the related
financial statements and notes thereto and the other financial information
included herein.

COMPARISON OF RESULTS OF OPERATIONS FOR THE
THREE MONTHS ENDED MARCH 31, 1995 AND MARCH 31, 1994
AND FINANCIAL CONDITION AT MARCH 31, 1995 AND
MARCH 31, 1994

RESULTS OF OPERATIONS

For the three months ended March 31, 1995, Bancshares net income was
$93,000, an $11,000 increase from the net income reported for the comparable
period in 1994.

NET INTEREST INCOME

Net interest income increased $9,000 or 2.2% to $421,000 for the three
months ended March 31, 1995. This increase was primarily due to an increase in
the volume of average interest earning assets as a percentage of total assets
to 94.5% for the three months ended March 31, 1995 compared to 91.9% for the
three months ended March 31, 1994. Offsetting the volume increase in
interest-earning assets was a decrease in Bancshares taxable-equivalent net
interest margin. For the three months ended March 31, 1995, the
taxable-equivalent net interest margin was 4.72% compared to 4.78% for the
first quarter of 1994. Bancshares yield on interest-earning assets increased
to 8.30% from 8.23% comparing first quarter 1995 to first quarter 1994.
However, Bancshares total cost of funds increased at a faster rate, to 3.58%
from 3.45%, over the same period which resulted in the reduced taxable
equivalent net interest margin.

35
<PAGE> 51

PROVISION FOR LOAN LOSSES

For the three months ended March 31, 1995, Bancshares provided $8,000
for potential losses compared to $26,000 for the three months ended March 31,
1994. Lower provisions were made in the first quarter of 1995 primarily due to
the recovery of $19,000 in loans previously charged-off.

OTHER INCOME AND OTHER EXPENSES

Other income decreased $2,000 between the first quarter of 1995 and
1994. This decrease was primarily due to slightly lower income from deposit
account service charges due to the reduction in the number of checks returned
for insufficient funds.

Other expenses decreased $17,000 or 5.5% for the three months ended
March 31, 1995 compared to the three months ended March 31, 1994. The primary
reasons for the decrease were reductions in salaries and employee benefits of
$38,000, due to the departure of Waterford Bank's President and Chief Executive
Officer in May, 1994 and the fact the position remains vacant, and reductions
in other expenses of $21,000, due to reduced expenses associated with
regulatory examinations. Offsetting these reductions were increases in legal
and professional fees of $32,000 primarily due to the additional fees incurred
with Bancshares pending sale and an increase of $15,000 in equipment rentals,
depreciation, and maintenance due to increased repairs necessary in the first
quarter of 1995 and higher costs of service contracts.

INCOME TAXES

Income taxes increased $31,000 due to the increase in income before
income taxes and decreased tax-exempt investment income in the first quarter of
1995.

FINANCIAL CONDITION

Total assets at March 31, 1995 were $36.5 million, a decline of $2.2
million or 5.8% from the $38.7 million outstanding at December 31, 1994. The
asset decline was due to total deposits decreasing $2.6 million.

36
<PAGE> 52

LOAN PORTFOLIO

Bancshares largest asset category continues to be loans. The
following table sets forth the major categories of loans outstanding and the
percentage of total loans for each respective category at March 31, 1995
(dollars in thousands).

<TABLE>
<CAPTION>
Amount Percent
------ -------
<S> <C> <C>
Commercial $ 2,571 10.6%
Agricultural production 208 0.9
Real estate
Commercial 4,139 17. 1
Agricultural 287 1.2
Residential 14,958 61.9
Installment 1,874 7.7
Other 144 0.6
------- ------
TOTAL LOANS $24,181 100.0%
======= ======
</TABLE>

NON-PERFORMING ASSETS

The following table sets forth the amount of Bancshares'
non-performing loans and other real estate owned, and the percent each
represents of total assets as of March 31, 1995 (dollars in thousands).

<TABLE>
<CAPTION>
Amount Percent
------ -------
<S> <C> <C>
Non-accrual loans $ 322 0.9%
Accruing loans past due
90 days or more -0- -0-
Total non-performing loans -------- ------
Other real estate owned 322 0.9
Total non-performing assets 123 0.3
-------- ------
$ 445 1.2%
======== ======

</TABLE>

Non-performing assets as a percentage of total assets increased to
1.2% of total assets at March 31, 1995 compared with 1.1% at December 31, 1994.
The increase is primarily due to a slight increase in the level of non-accrual
loans at March 31, 1995.

37
<PAGE> 53

SUMMARY OF LOAN LOSS EXPERIENCE

The following table summarizes loan balances at March 31,1995,
categorical changes in the allowance for loan losses resulting from loans
charged-off and recoveries on loans previously charged-off, and provisions for
loan losses that have been charged to expense (dollars in thousands).

<TABLE>
<CAPTION>
For the three
months ended
March 31, 1995
---------------
Amount
------
<S> <C>
Total loan balance at end of period $ 24,181
========
Allowance for loans losses at beginning of period 707
Loan charge-offs
Commercial -0-
Real Estate -0-
Installment 2
Other -0-
--------
Total charge-offs 2
Loan recoveries:
Commercial -0-
Real Estate 17
Installment 1
Other -0-
--------
Total recoveries 18
--------
Net loan (charge-offs)/recoveries 16
Provision for loan losses 8
Allowance for loans losses at end of period $731
========
Ratio of net (charge-offs)/recoveries to
total loans outstanding 0.07%
========
Allowance for loan losses to total loans 3.02%
========

</TABLE>

38
<PAGE> 54

DEPOSITS

The following table sets forth Bancshares' deposit portfolio
composition and the representative percentage of each deposit category to total
deposits at March 31, 1995 (dollars in thousands).

<TABLE>
<CAPTION>
Amount Percent
-------- -------
<S> <C> <C>
Demand $2,981 9.4%
Now and Money
Market 7,515 23.8
Savings 7,661 24.2
Time deposits 13,494 42.6
-------- -------
TOTAL DEPOSITS $31,651 100.0%
======== =======
</TABLE>

Total deposits declined $2.6 million due to declines of $0.7 million
in demand deposits, $2.4 million in NOW and money market deposits, $0.6 million
in savings deposits, offset by an $1.2 million increase in time deposits.
Historically, Bancshares experiences deposit contraction in demand balances
during the first quarter of each year as businesses employ funds into their
respective operating cycles. The decrease in savings, NOW and money market
balances was partially offset by the increase in time deposits as funds shifted
into that category due to increasing market interest rates. The remaining
decline in savings, NOW and money market deposits was due to intense deposit
competition attracting those funds.

CAPITAL

Total stockholders' equity increased from $4.4 million at December 31,
1994 to $4.5 million at March 31, 1995 due to income generated during the three
months ended March 31, 1995. A comparison of Bancshares' capital as of March
31, 1995 and December 31, 1994 with the minimum and "Well-Capitalized"
regulatory definitions of capital is presented below.

<TABLE>
<CAPTION>
Regulatory Regulatory
Minimum Well-Capitalized
Actual Requirement Requirement
-----------------------------------------------------------------------------------
March 31, 1995 December 31, 1994
-------------- -----------------
<S> <C> <C> <C> <C>
Tier 1 leverage 11.6% 11.8% 3.0% 5.0%
Tier 1 risk-based capital 22.6 22.9 4.0 6.0
Risk-based capital 23.9 24.2 8.0 10.0
</TABLE>

According to the FDIC's capital guidelines, Bancshares is considered
to be "Well Capitalized."

39
<PAGE> 55

COMPARISON OF RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 1994,
1993 AND 1992 AND FINANCIAL CONDITION AT DECEMBER 31, 1994 AND 1993

RESULTS OF OPERATIONS

For the year ended December 31, 1994, net income was $113,000, a
decrease of $171,000 or 60.2% from 1993. The reduction in net income was
primarily the result of an increase in the provision for loan losses.

For the year ended December 31, 1993, net income was $284,000, a
decrease of $104,000 or 26.8% from net income recorded for the year ended
December 31, 1992 of $388,000.

NET INTEREST INCOME

Net interest income increased $128,000 or 7.9% for the year ended
December 31, 1994. Total interest income decreased $17,000 (0.6%) to
$2,880,000 in 1994, despite an increase of approximately $630,000 in the volume
of average interest-earning assets outstanding during 1994. The decline in
total interest income was primarily the result of a decline in the
taxable-equivalent yield on interest earning assets to 8.48% for the year ended
December 31, 1994 compared to 8.81% for the year ended December 31, 1993.
Interest expense decreased $145,000 or 11.4% for the year ended December 31,
1994 due to a slight increase in the percentage of average demand deposits to
average total deposits and declines in the average rates paid on total deposits
to 3.40% in 1994 from 3.85% in 1993.

Net interest income for the year ended December 31, 1993 of $1,626,000
was virtually unchanged from the $1,630,000 reported for the year ended
December 31, 1992. Total interest income decreased $129,000 or 4.3% in 1993
due to the general market interest rate declines during the course of the year.
Interest expense decreased $125,000 or 9.0% also due to interest-bearing
liabilities repricing into the lower interest rate environment prevalent during
the year.

PROVISION FOR LOAN LOSSES

The provisions for loan losses for 1994 was $492,000, an increase of
$283,000 from 1993, which resulted in an Allowance for Loan Losses of $707,000,
or 3% of total loans as of December 31, 1994. The Allowance for Loan Losses
reflects an estimate of a number of factors affecting credits; such factors

40
<PAGE> 56

include, among others, collateral values based on current appraisals or
inspections, financial condition of borrowers based on current financial
statements and the ability of borrowers to meeting contractual loan payments
based on current cash flow data. Recent reviews have indicated that certain
credit files were incomplete and lacked documentation and financial data needed
to properly analyze such loans. Because of the absence of such information and
the resultant inability to properly determine the collectibility of certain
loans, the provision for loan losses was increased to its present level. The
determination of the appropriate level of the provision for loan losses is, of
necessity, an estimate based on currently available information and is,
therefore, susceptible to significant change and adjustments.

The provision for loan losses in 1993 increased to $209,000 compared
to $101,000 in 1992. This increase was made to reflect the increased amount of
net charge-offs experienced during 1993.

OTHER INCOME AND OTHER EXPENSES

Other income decreased $35,000 in 1994 compared to 1993, primarily the
result of decreased service charge income during the year.

Other income increased $33,000 in 1993 compared to 1992, primarily the
result of increases in service charge income, safe deposit fees, and income
collected from the sale of cashier's checks and money orders.

Other expenses increased $59,000 or 4.8% for the year ended December
31, 1994. Salaries and employee benefits increased $46,000 or 7.3% primarily
due to approximately $72,000 in expenses associated with the adoption in 1994
of a post-retirement benefit plan covering employees meeting certain age and
service requirements. Exclusive of the post-retirement benefit expense,
salaries and employee benefits declined $26,000 during 1994, primarily due to
attrition in the Waterford Bank's officer staff associated with the departure
of the President and Chief Executive Officer. Legal and professional fees
increased $32,000 primarily due to the additional professional services
necessary to sell Bancshares. Offsetting these increases was a reduction in
data processing expenses due to Waterford Bank's first full year of operation
in 1994 under its in-house system processing system.

Other expenses increased $88,000 or 7.8% in 1993 compared to 1992.
The majority of this increase was in salaries and employee benefits, increasing
$90,000 due to larger bonuses paid to then senior management and general salary
increases during the year.

41
<PAGE> 57

INCOME TAXES

For the year ended December 31, 1994, Bancshares reported an income
tax credit of $14,000 due to the decline in pre-tax income resulting from the
additional loan loss provisions recorded during the year. Although Bancshares
reported pre-tax earnings, these earnings did not exceed the amount of
tax-exempt income recorded during the year, thus resulting in the tax credit.

For the year ended December 31, 1993, income tax expense was $64,000,
a decrease of $63,000 from the $127,000 recorded for the year ended December
31, 1992. The decline was due to the decrease in pre-tax income reported in
1993 compared to 1992.

FINANCIAL CONDITION

At December 31, 1994, total assets were $38.7 million compared to
$40.1 million at December 31, 1993. The $1.4 million asset decline was
primarily the result of a $1.3 million decline in total deposits outstanding at
the end of each respective year. Total deposits declined as a result of
decreased savings balances of approximately $1.5 million due to intense rate
competition in Bancshares market area for this type of account.

LOAN PORTFOLIO

Bancshares largest single asset category is loans. The following
table shows Bancshares loan portfolio composition and the representative
percentage of each category to total loans on the dates indicated (dollars in
thousands).

<TABLE>
<CAPTION>
At December 31,
---------------
1994 1993 1992
-------------- -------------- --------------

Amount Percent Amount Percent Amount Percent
------ ------- ------ ------- ------ -------
<S> <C> <C> <C> <C> <C> <C>
Commercial $2,621 11.1% $2,308 10.4% 2,261 10.9%
Agricultural production 204 0.9 500 2.3 585 2.8
Real estate
Commercial 3,427 14.6 3,156 14.2 3,401 16.3
Agricultural 592 2.5 230 1.0 163 0.8
Residential 14,859 63.1 14,460 65.1 12,546 60.3
Installment 1,690 7.2 1,455 6.5 1,665 8.0
Other 156 0.6 108 0.5 197 0.9
------- ----- ------- ------ ------- -----
TOTAL LOANS $23,549 100.0% $22,217 100.0% $20,818 100.0%
======= ===== ======= ====== ======= =====

</TABLE>

42
<PAGE> 58

Total loans outstanding at the end of 1994 increased $1.3 million
primarily in commercial, commercial real estate, and residential real estate
loans.

RISK ELEMENTS IN THE LOAN PORTFOLIO

Certain risks are inherent in the lending function. These risks
include a borrower's subsequent inability to pay, insufficient collateral
coverage, and changes in interest rates. Waterford Bank attempts to reduce
these risks by adherence to a written set of loan policies and procedures.
Included in these policies and procedures are underwriting practices covering
debt-service coverage, loan-to-value ratios, and loan term. Pursuant to
Bancshares' loan policy, evidence of a specific repayment source is required on
each credit extension, with documentation of the borrower's repayment capacity.
Generally, this repayment source is the borrower's cash flow, which must
demonstrate the ability to service the debt based upon historical results and
conservative projections of future performance.

Management of Waterford Bank maintains the allowance for loan losses
("the Allowance") at a level considered adequate to provide for future loan
losses. The Allowance is increased by provisions charged to earnings, and is
reduced by charge-offs, net of recoveries. At December 31, 1994, the Allowance
was $707,000, an increase of $369,000 from the balance at December 31, 1993.
The increase was primarily due to the additional provisions previously
discussed.

The balance of the Allowance and actual loan loss experience for the
last five years is summarized in the following table (dollars in thousands).

<TABLE>
<CAPTION>
At December 31,
1994 1993 1992 1991 1990
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Total loans $ 23,549 $ 22,217 $ 20,818 $ 20,708 $ 21,530
======== ======== ======== ======== ========
Balance at beginning of period $338 $242 $214 $214 $150
Charge-offs:
Commercial -0- 115 93 43 2
Real estate 134 -0- 8 21 2
Installment 1 1 -0- 25 24
Other 2 2 -0- -0- -0-
------ ------ ------ ------ ------
Total charge-offs 137 118 101 89 28

Recoveries:
Commercial 10 4 28 17 35
Real Estate 3 -0- -0- -0- 3
Installment 1 -0- -0- 1 -0-
Other -0- 1 -0- -0- -0-
------ ------ ------ ------ ------
Total recoveries 14 5 28 18 38
------ ------ ------ ------ ------

Net (charge-off)/recoveries (123) (113) (73) (71) 10
492 209 101 71 54
------ ------ ------ ------ ------

Additions charged to operations

</TABLE>
43
<PAGE> 59
<TABLE>
<S> <C> <C> <C> <C> <C>

Balance at end of period $ 707 $ 338 $ 242 $ 214 $ 214
=== === === === ===
Ratios:
Net (charge-offs)/recoveries to
total loans outstanding (.52)% (.51)% (.35)% (.34)% .05
Net (charge-offs)/recoveries
to total allowance at end of period (17.40)% (33.43)% (30.17)% (32.72)% 4.67%
Allowance to year end loans
outstanding 3.00% 1.52% 1.16% 0.55% 0.99%
</TABLE>

When in the opinion of Management of Waterford Bank, serious doubt
exists as to the collectibility of a loan, the loan is placed on nonaccrual
status. At the time a loan is classified as nonaccrual interest previously
credited to income in the current year is reversed and interest income accrued
in the prior year is charged to the allowance. With the exception of credit
cards, Bancshares does not recognize income on loans past due 90 days or more.

The following table summarizes non-performing assets on the dates
indicated (dollars in thousands).

<TABLE>
<CAPTION>
At or for the Year Ended December 31,
-------------------------------------

1994 1993 1992 1991 1990
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Nonaccrual loans $ 303 $ 516 $ 548 $ 611 $ 487
Accruing loans past due 90 days or more -0- -0- -0- -0- -0-
Restructured loans -0- -0- -0- -0- -0-
--- --- --- --- ---
Total non performing and restructured loans 303 516 548 611 487

Other real estate owned 123 -0- 131 451 -0-
--- --- --- --- ---
Total non-performing assets $ 426 $ 516 $ 679 $ 1,062 $ 487
====== ====== ====== ======= ======

Ratios:
Non-performing loans to total loans 1.29% 2.32% 2.63% 2.95% 2.26%
Allowance to non-performing loans 233.33 65.50 44.16 35.02 43.94
Non-performing assets to total assets 1.09 1.29 1.75 2.89 1.45
</TABLE>

INVESTMENT PORTFOLIO

Total investment securities outstanding at December 31, 1994 decreased
$393,000 as proceeds from maturing investments were utilized to fund Bancshares
loan growth during the year. The following table presents the combined book
value of Bancshares investment securities on the dates indicated. All
investments are classified as held-to-maturity (dollars in thousands).

At December 31,
----------------

44
<PAGE> 60

<TABLE>
<CAPTION>
1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
U.S. Treasury securities and
obligations of U.S.
government agencies $ 7,223 $ 7,235 $ 6,906
Obligations of states and
political subdivisions 3,068 3,764 3,843
Mortgage-backed securities 916 601 -0-
------- ------- -------
TOTAL $11,207 $11,600 $10,749
======= ======= =======
</TABLE>

The composition of Bancshares investment securities has been
influenced by the general market conditions prevalent during 1994.

DEPOSITS

Deposits are Bancshares principal source of funding. Deposit inflows
and outflows are significantly influenced by general interest rates, money
market conditions, market competition, and the overall condition of the
economy. For the year ended December 31, 1994, total deposits decreased $1.3
million due to reductions in savings, NOW, and money market balances due to
intense competition for these products in Bancshares' market area. The
following table sets forth Bancshares' deposit portfolio composition and the
representative percentage of each deposit category to total deposits on the
dates indicated (dollars in thousands).

<TABLE>
<CAPTION>
At December 31,
---------------
1994 1993 1992
---- ---- ----
<S> <C> <C> <C> <C> <C> <C>

Amount Percent Amount Percent Amount Percent
------ ------- ------ ------- ------ -------
Demand $ 3,688 10.7% $ 3,325 9.4% 4,012 11.8%
Now and Money Market 9,965 29.1 11,354 31.9 10,403 30.6
Savings 8,292 24.2 9,833 27.7 8,609 25.3
Time deposits 12,342 36.0 11,027 31.0 10,990 32.3
TOTAL DEPOSITS -------- ------ -------- ------ ------- ------
$34,287 100.0% $35,539 100.0% $34,014 100.0%
======= ====== ======== ====== ======= =======
</TABLE>

CAPITAL

Total stockholders' equity decreased $59,000 from 1993 to 1994 due to
the amounts paid for dividends and treasury stock purchases exceeding net
income for the year ended December 31, 1994. For the year ended December 31,
1993, total stockholders' equity increased $223,000 due to retention of
earnings net of dividends.

45
<PAGE> 61

LIQUIDITY AND INTEREST RATE SENSITIVITY MANAGEMENT

The primary functions of asset/liability management are to assure
adequate liquidity and to maintain an appropriate balance between
interest-sensitive assets and interest-bearing liabilities. Liquidity
management involves the ability to meet the cash flow requirements of
depositors and borrowers. Liquid assets (including cash, deposits with other
banks, and federal funds sold) are maintained to meet customers needs.
Bancshares had liquid assets of $1.0 million, $ 3.8 million and $5.8 million at
March 31, 1995, December 31, 1994, and December 31, 1993, respectively. In
addition, investment securities maturing within one year totaled $2.0 million,
$1.3 million, and $0.3 million, at March 31, 1995, December 31, 1994, and
December 31, 1993, respectively. Investment maturities within one year,
combined with liquid assets, aggregated 14.9% and 17.2% of total deposits at
the end of 1994 and 1993, respectively and 9.5% at March 31, 1995. The
reduction in Bancshares' liquidity since the end of 1993 has been the result of
a decline in total deposits combined with an increase in the amount of loans
outstanding. As a result, Bancshares ratio of net loans to deposits has
increased to 74.1% at March 31, 1995 compared to 66.6% and 61.6% at December
31, 1994 and 1993, respectively.

Interest rate risk is an inherent part of the banking business as
financial institutions gather deposits and borrow other funds to finance
earning assets. Interest rate risk results when repricing of rates paid on
deposits and other borrowings does not coincide with the repricing of
interest-earning assets. Interest rate sensitivity management seeks to avoid
fluctuating net interest margins and to enhance consistent growth of net
interest income through periods of changing interest rates. The following
table shows the estimated maturity and repricing structure of the Bancshares'
interest-earning assets and interest-bearing liabilities for four different
independent and cumulative time intervals as of December 31, 1994 (dollars in
thousands). Nonmaturing deposit categories, including savings, NOW, and money
market deposits are assumed to reprice along the following schedule - 10%
within 0-30 days, 20% within 31-90 days, and 30% within 91 days to one year.
Assumptions regarding prepayment and withdrawal rates are based upon industry
experience and management believes such assumptions to be reasonable. The
table does not necessarily indicate the impact general interest rate movements
may have on Bancshares net interest income as the actual repricing experience
of certain assets and liabilities, such as loan prepayments and deposit
withdrawals, is beyond Bancshares control. As a result, certain assets and
liabilities may reprice at intervals different than the maturities assumed in
the following table given the general movement in interest rates. Also, the
interest rates on certain types of assets and liabilities may fluctuate in
advance of changes

46
<PAGE> 62

in general market interest rates, while interest rates on other types may lag
behind changes in market rates.

0-90 Days 91-365 Days 1-5 Years Over 5 Years Total
------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ASSETS
Loans $2,894 $6,655 $ 9,843 $3,853 $23,245
Investment 743 1,292 6,072 3,100 11,207
Federal Funds 1,900 -0- -0- -0- 1,900
----- --- --- --- --------

Total $5,537 $7,947 $15,915 $6,953 $36,352

LIABILITIES
Savings & NOW Deposits $3,259 $3,259 $4,345 $ -0- $10,863
Time Deposits 3,851 6,928 1,564 -0- 12,343
Money Market Deposits 2,218 2,218 2,958 -0- 7,394
----- ----- ----- --- --------

Total $9,328 $12,405 $8,867 -0- $30,600
===== ====== ===== === ======

Interest Sensitivity Gap $(3,791) $ (4,458) $7,048 $6,953 $ 5,752
Cumulative Gap (3,791) (8,249) (1,201) 5,752
======= ======= ======= =====
Cumulative Gap as a Percentage
of Total Earning Assets (10.4)% (22.7)% (3.3)% 15.8%
====== ====== ===== ====
</TABLE>

At December 31, 1994, interest-sensitive assets and interest-sensitive
liabilities subject to repricing within one year, as a percentage of total
assets were 34.8% and 56.1%, respectively. Maturing fixed rate loans are the
primary interest-sensitive assets repricing within one year. On the funding
side of the balance sheet, time deposits, represented by certificates of
deposits and individual retirement accounts, are the primary interest-sensitive
liabilities subject to repricing in the coming year. The table above
demonstrates Bancshares is liability-sensitive at December 31, 1994 for a
one-year time horizon, which would generally indicate that Bancshares net
interest margin would improve if rates decrease and deteriorate if interest
rates increase.

RECENT ACCOUNTING DEVELOPMENTS

The Company adopted Statement of Financial Accounting Standards No.
114, "Accounting by Creditors for Impairment of a Loan," effective January 1,
1995. As a result of applying the new rules, certain impaired loans are
reported at the present value of expected future cash flows using the loan's
effective interest rate, or as a practical expedient, at the loan's observable
market price or the fair value of the collateral if the loan is collateral
dependent. The adoption of the standard did not have a material impact on the
Company's financial position or results of operations.

47
<PAGE> 63

FASB also recently issued SFAS 122 "Accounting for Mortgage Servicing
Rights" which provides accounting principles related to the origination and
sale of mortgage loans and the corresponding retainage of the mortgage
servicing rights. Adoption is effective for Bancshares financial reporting
purposes beginning January 1, 1996. Because Bancshares does not routinely
originate loans for the purpose of sale of the adoption of SFAS 122 is not
expected to have an effect on Bancshares.

IMPACT OF INFLATION AND CHANGING PRICES

The majority of Bancshares assets and liabilities are monetary in
nature and therefore differ greatly from most commercial and industrial
companies that have significant investments in fixed assets or inventories.
Consequently, interest rates have a greater impact on Bancshares performance
than do the general levels of inflation. Management believes the most
significant impact on Bancshares financial results is its ability to react to
interest rate changes and endeavors to maintain an essentially balanced
position between interest sensitive assets and liabilities in order to protect
against wide fluctuations in Bancshares net interest margin.

REGULATORY MATTERS

Since 1993, Waterford Bank has been operating under a Memorandum of
Understanding with the Wisconsin Commissioner of Banking and the FDIC for the
institution of certain compliance and control procedures. Management believes
Waterford Bank is currently in substantial compliance with the requirements of
the Memorandum of Understanding and that future operations will not be affected
thereby.

48
<PAGE> 64

STATE FINANCIAL SERVICES CORPORATION

BUSINESS OF SFSC

The following brief summary of the business done by SFSC and certain
financial data with respect thereto is qualified in its entirety by additional
information concerning SFSC, and its business and financial condition
(including audited consolidated financial statements) incorporated herein by
reference in this Proxy Statement and Prospectus from the SFSC 1994 Annual
Report delivered herewith. See "Incorporation of Certain Information by
Reference." Also see the following: "Summary of the Proxy Statement and
Prospectus--Per share Financial Information," and "Pro Forma Financial
Information."

GENERAL

SFSC is a Wisconsin corporation headquartered in Hales Corners,
Wisconsin. SFSC is a bank holding company which owns and operates State
Financial Bank ("Bank" or "State Financial Bank"). State Financial Bank is the
entity resulting from the merger in June 1994 of the Company's previous four
banks, State Bank, Hales Corners ("State Bank"); University National Bank
("University"); Edgewood Bank ("Edgewood"); and Eastbrook State Bank
("Eastbrook") into State Bank's charter. Bank services its customers with
seven full-service locations. Four offices, Hales Corners, Greenfield,
Glendale, and Milwaukee are located in Milwaukee County, Wisconsin, the most
populous county in the state. Three offices; Brookfield, Muskego, and Waukesha
are located in Waukesha County, Wisconsin which is immediately west of
Milwaukee County. In addition, the Bank also operates two loan production
offices providing lending outlets to Milwaukee's central city. SFSC was
organized in 1984 to become a holding company for the former State Bank. In
1985, SFSC completed its first bank acquisition by purchasing the former
University, located on the northeast side of Milwaukee. The acquisition of the
former Edgewood in Greenfield, Wisconsin was completed in 1987. In 1988, the
former University acquired the deposit liabilities and various fixed assets of
the branch facility of St. Francis Savings Bank, SSB located at 2650 North
Downer Street in Milwaukee. This was the first acquisition of a thrift
facility by a bank in Wisconsin. In 1990, SFSC acquired 4.9% of the former
Eastbrook, a newly chartered bank located in Brookfield, Wisconsin. SFSC
acquired the remaining capital stock of the former Eastbrook in 1992, making it
the fourth bank in the holding company. In 1993, the former Eastbrook acquired
the deposit liabilities and various fixed assets of the branch facility of
North Shore Savings, FSB located at 400 East Broadway in Waukesha, Wisconsin.
In 1994, the Bank opened two limited service loan

49
<PAGE> 65

production offices serving Milwaukee's central city to provide borrowers in
those areas easier access to the Bank's lending products.

BUSINESS STRATEGY. SFSC is strongly committed to community banking
and places a high degree of emphasis on developing full service banking
relationships with its business and retail customers. To capitalize on each
management's knowledge of its immediate market, each office is operated with
substantial independence, supported by centralized administrative and
operational functions to promote efficiency while permitting the management
responsible for each office the flexibility to concentrate on customer service
and business development in its own unique market area. To be an effective
community bank, SFSC believes the decision-making process must stem primarily
from each individual Bank location in its credit decisions and array of
products. SFSC believes the empowerment of the day-to-day decision making at
the individual office locations remains critical to its success as an effective
community banking organization.

The Bank seeks to develop and enhance full-service banking
relationships through a systematic calling program directed at both existing
customers and referral sources from its customer base, attorneys, accountants
and business people. The officers and employees of the Bank are actively
involved in a variety of civic, charitable and community organizations both as
an additional referral source and as service to their respective communities.

PRODUCTS AND SERVICES. Through the Bank, SFSC provides a broad range
of services to individual and commercial customers. These services include
accepting demand, savings and time deposits, including regular checking
accounts, NOW accounts, money market account, certificates of deposit,
individual retirement accounts and club accounts. The Bank also offers a
variety of annuity and insurance products through its in-house securities
representative. The Bank's lending products include secured and unsecured
commercial, mortgage, construction and consumer term loans on both a fixed and
variable rate basis. Historically, the terms on these loans range from one
month to five years and are retained in the Bank's portfolio. The Bank also
provides lines of credit to commercial accounts and to individuals through home
equity and credit card plans. The Bank also originates residential real estate
loans in the form of first mortgages on a fee basis for a local mortgage
broker.

COMPETITION AND MARKET ENVIRONMENT. The Bank's offices are all
located in the Milwaukee and Waukesha metropolitan area and experience
substantial competition from other financial institutions including savings
banks, credit unions, non-bank lenders, and consumer finance companies, many of
which are substantially larger than the Bank. Within a short distance of the
Bank, there are

50
<PAGE> 66

numerous other financial institutions. The Bank competes for deposits
principally by offering depositors a variety of deposit programs, convenient
office locations, hours, and other services. The Bank competes for loan
originations primarily through the interest rates and loan fees they charge,
the efficiency and quality of services they provide borrowers, and the variety
of their products. Factors affecting competition include the general and local
economic conditions and current interest rate levels. Management believes that
recent changes in the local banking industry, including mergers and
consolidations involving both commercial and thrift institutions, have resulted
in a decrease in the level of competition for small to medium sized business
customers in the Bank's market areas.

EMPLOYEES. At December 31, 1994, SFSC and the Bank employed 81
full-time and 53 part-time employees. SFSC considers its relationships with
its employees to be excellent. Each employee who meets the eligibility
requirements is entitled to participate in the employee benefit plans of SFSC
and the Bank, which include plans for group life, accidental death and
dismemberment, medical, dental, and long-term disability income insurance,
pension, 401(k), employee stock purchase plan and an Employee Stock Ownership
Plan ("ESOP"). Further information regarding executive compensation and the
Company's benefit plans is incorporated by reference from the Company's
definitive Proxy Statement. See Item 11 of SFSC's December 31, 1994 Form 10-K.

THE BANK AND OTHER SUBSIDIARIES

At December 31, 1994, the Bank (consolidated with its subsidiaries;
see "Other Subsidiaries") had total assets of $218.9 million, net loans of
$144.0 million, total deposits of $197.4 million, stockholders' equity of $20.0
million, net income of $3.1 million, and return on average assets of 1.43%.

STATE FINANCIAL BANK. State Financial Bank was organized as a state
banking association under the laws of the State of Wisconsin in 1910 under the
name State Bank, Hales Corners. In June 1994, the Bank's name was changed to
State Financial Bank in connection with the merger of the Company's banks into
State Bank's charter. The Bank conducts business through seven full-service
offices and two loan production offices located in Milwaukee and Waukesha
Counties. The following tables set forth the Bank's full-service and loan
production office locations.

51
<PAGE> 67

FULL-SERVICE OFFICES

<TABLE>
<CAPTION> Year Acquired by
Community Address Year Originated State Financial
- ------- --------- --------------- ---------------
<S> <C> <C> <C>

Hales Corners 10708 West Janesville Road 1910 *
Muskego S76 W17655 Janesville Road 1968 *
Milwaukee 2650 North Downer Street 1971 1985
Greenfield 4811 South 76th Street 1978 1987
Glendale 7020 North Port Washington Road 1990 *
Brookfield 12600 West North Street 1990 1992
Waukesha 400 East Broadway 1977 1993
- --------------------
* Organized de novo by the Bank or a predecessor thereof.
</TABLE>

LOAN PRODUCTION OFFICES

Community Address Year Originated
- --------- ------- ---------------
Milwaukee 2314 South 27th Street 1994*
Milwaukee 2200 North 12th Street 1994*
- --------------------

* Organized de novo by the Bank.

OTHER SUBSIDIARIES. The Bank has two wholly owned subsidiary
corporations which are consolidated into its operations. Hales Corners
Investment Corporation is a subsidiary created to manage the majority of the
Bank's investment portfolio to enhance the overall return on the Bank's
investment securities. Hales Corners Development Corporation is a subsidiary
which owns the real estate related to the Hales Corners and Muskego offices,
seven commercial and residential rental properties located adjacent to the Hales
Corners office, one residential rental property in Greenfield, and a vacant
piece of land in New Berlin held as a potential branch site.

MANAGEMENT OF SFSC

DIRECTORS. The Board of Directors of SFSC currently consists of six
persons, divided into three classes consisting of two directors each. Members
of each class are elected to serve three-year terms. Each of the directors of
SFSC is also a director of the Bank.

The following sets forth for each director, his/her name, age, principal
occupation for the last five years, the year in which he/she first became a
director of SFSC, the year in which his/her current term as director will
expire, and directorships in other business organizations.

52
<PAGE> 68

<TABLE>
<CAPTION>
Current
Director Term
Name Age Positions Held Since Expires*
---- --- -------------- -------- --------
<S> <C> <C> <C> <C>
Jerome J. Holz 67 Chairman of the Board and Vice President of SFSC; 1984 1996
Chairman of the Board of State Financial Bank

Michael J. Falbo 45 President, Chief Executive Officer, and Director of 1984 1998
SFSC; Vice Chairman and Chief Executive Officer
of State Financial Bank

Richard A. Horn 70 Director of SFSC and State Financial Bank 1984 1997
Robert R. Spitzer 72 Director of SFSC and State Financial Bank 1990 1998

David M. Stamm 46 Director of SFSC and State Financial Bank 1993 1996

Barbara E. Holz-Weis 39 Director of SFSC and State Financial Bank 1993 1997

</TABLE>
- ----------------
* On the date of the annual shareholders' meeting to be held in the year
indicated.

JEROME J. HOLZ serves as Chairman of the Board and Vice President of
SFSC. In these capacities, he consults on a regular basis with management of
SFSC and the Bank concerning matters of strategic planning, business
development, and company policies. Mr. Holz is also Chairman of the Board of
State Financial Bank. He has been a director of SFSC since it was organized in
1984. Mr. Holz has served as a director of the Bank since 1960. Mr. Holz is
Chairman of the Board and President of Holz Motors, Inc., an automobile
dealership with locations in Hales Corners and Watertown, Wisconsin.

MICHAEL J. FALBO has been President and Chief Executive Officer of SFSC
since 1984. Mr. Falbo is Vice Chairman and Chief Executive Officer of the
Bank. Mr. Falbo has been a director of SFSC since its organization in 1984 and
a director of the Bank since 1983.

RICHARD A. HORN is President of Horn Bros., Inc., a retail feed, seed,
and fertilizer firm located in Muskego, Wisconsin. Mr. Horn has been a director
of SFSC since 1984 and a director of the Bank since 1971. Mr. Horn serves on
the Stock Option and Audit Committees and is also a member of the Administrative
Board of the Company's Employee Stock Ownership Plan ("ESOP").

ROBERT R. SPITZER is the retired President of the Milwaukee School of
Engineering, Milwaukee, Wisconsin. Mr. Spitzer has been a director of SFSC and
of the Bank since 1990. Mr. Spitzer is also a director of Kikkoman Foods,
Incorporated. Mr. Spitzer serves on the Stock Option and Audit Committees and
is also a member of the Administrative Board of the Company's ESOP.

53
<PAGE> 69

DAVID M. STAMM is President of the George Webb Corporation, a franchise
restaurant operation with locations in southeastern Wisconsin. Mr. Stamm has
been a director of SFSC since 1993 and of the Bank since 1992. Mr. Stamm serves
on the Stock Option Committee and is a member of the Administrative Board of the
Company's ESOP.

BARBARA E. HOLZ-WEIS is the owner of Barb's Greenhouse Florist, a retail
full-service flower shop in Hales Corners, Wisconsin. Mrs. Holz-Weis has been a
director of SFSC since 1993 and of the Bank since 1981. Mrs. Holz-Weis serves
on the Stock Option Committee and is also a member of the Administrative Board
of the Company's ESOP.

BOARD COMMITTEES.The Board of Directors has the following committees:

STOCK OPTION COMMITTEE. The Stock Option Committee administers the
Company's Stock Option Plans, including the exercise of discretionary authority
concerning the granting of options and restricted stock under the 1990 Stock
Option/Stock Appreciation Rights and Restricted Stock Plan for Key Officer and
Employees (the "Officer SOP"). See "Compensation of Executive Officers -- Stock
Options." The Stock Option Committee is comprised of Messrs. Horn, Spitzer, and
Stamm, and Mrs. Holz-Weis. The Stock Option Committee met one time during 1994.

AUDIT COMMITTEE. The Audit Committee reviews the reports of independent
auditors, selects or recommends the selection of independent auditors, reviews
the adequacy of internal controls of the Company and reviews any related-party
transactions. The Audit Committee is comprised of Messrs. Horn and Spitzer. The
Audit Committee met one time during 1994.

OTHER COMMITTEES. The Company has no nominating or similar committee of
the Board of Directors and has no established procedure for the consideration of
nominees recommended by shareholders. Certain other functions, such as the
establishment of compensation policies and the determination of executive
officer compensation, are performed by the Board of Directors acting as a
committee of the whole.

DIRECTORS OF OTHER SUBSIDIARIES. Messrs. Holz, Falbo, Horn, Spitzer,
Stamm, Beckwith, and Hudson, and Mrs. Holz-Weis are also directors of Hales
Corners Development Corporation, a wholly-owned subsidiary of the Bank, but
received no directors fees during 1994 for serving on that Board. Messrs. Falbo
and Reindl are directors of Hales Corners Investment Corporation which is a

54
<PAGE> 70

wholly-owned Nevada-chartered subsidiary of the Bank, but received no directors'
fees during 1994 for serving on that Board.

DIRECTORS FEES.

SFSC Directors. Directors of the Company (other than Messrs. Holz and
Falbo) are paid a quarterly retainer of $1,562.50 and $1,562.50 for each
quarterly Board meeting attended. In 1994, Directors Horn, Spitzer, Stamm, and
Holz-Weis were each paid $12,500 for their services as directors. During
1994, the Board met 7 times and no director attended less than 75% of the
meetings.

Bank Directors. In June 1994, the four previous banks owned by SFSC
(State Bank, University, Edgewood, and Eastbrook) were consolidated and merged
into the charter of State Bank, with the resulting entity renamed State
Financial Bank. Accordingly, directors of the Bank also served as directors of
one or more of the individual banks, and received fees in those capacities,
where applicable, prior to consolidation. The following information pertains to
the applicable directorships for 1994.

State Financial Bank. Messrs. Holz, Falbo, Horn, Spitzer, Stamm,
Beckwith, and Hudson, and Mrs. Holz-Weis are directors of the Bank and also
serve on one or more committees of the Bank's Board of Directors. Since the
consolidation of the banks in June 1994, directors of the Bank (other than
Messrs. Holz, Falbo, Beckwith, and Hudson) were paid a retainer of $300 per
quarter, $150 for each Board meeting attended, $150 for each Executive Committee
meeting attended, and $100 for each Committee meeting attended.

State Bank. Messrs. Holz, Falbo, Horn, Spitzer, and Beckwith, and Mrs.
Holz-Weis were directors of the former State Bank. During 1994, prior to the
consolidation of the banks in June, directors of State Bank (other than Messrs.
Holz, Falbo, and Beckwith) were paid a retainer of $300 per month and $150 for
each Board meeting attended.

University. Messrs. Holz, Falbo, and Hudson were directors of the
former University. During 1994, prior to the consolidation of the banks in
June, directors of University (other than Messrs. Holz, Falbo, and Hudson) were
paid a retainer of $300 per month, $100 for each regular Board meeting attended,
$100 for each Special Board Meeting attended, and $50 for each Committee meeting
attended.

Edgewood. Messrs. Holz, Falbo, and Horn were directors of the former
Edgewood. During 1994, prior to the consolidation of the banks in June,

55
<PAGE> 71

directors of Edgewood (other than Messrs. Holz and Falbo) were paid a retainer
of $100 per month and $50 for each Board meeting attended.

Eastbrook. Messrs. Holz, Falbo, and Stamm were directors of the
former Eastbrook. During 1994, prior to the consolidation of the banks in June,
directors of Eastbrook received no fees for serving on Eastbrook's board.

Executive Officers. Information is provided below with respect to the
executive officers of SFSC who are not directors. Each executive officer is
elected annually by the Board of Directors and serves for one year or until
his/her successor is appointed.

<TABLE>
<CAPTION>
Current Position
Name Age Positions Held Held Since
- ---- --- -------------- ----------------
<S> <C> <C> <C>
James J. Bartoszek 42 Secretary/Treasurer of SFSC; Senior Vice President 1993
and Cashier of State Financial Bank

John B. Beckwith 41 President, State Financial Bank South Unit 1994

Philip F. Hudson 62 President, State Financial Bank North Unit 1994

Michael A. Reindl 35 Vice President, Controller, and Chief Financial 1993
Officer of SFSC
</TABLE>

_________________

JAMES J. BARTOSZEK has been Secretary/Treasurer of SFSC since 1993 and
Senior Vice President and Cashier of the Bank since June 1994. From June 1993
until June 1994, Mr. Bartoszek served as Vice President and Cashier of the Bank.
From April until June 1993, Mr. Bartoszek served as Vice President of the Bank.
From July 1991 until April 1993, Mr. Bartoszek was a Vice President of Tri-City
National Banks, Oak Creek, Wisconsin. From April 1989 until July 1991, Mr.
Bartoszek was an Assistant Vice President of Commercial Lending for Norwest
Banks, Wisconsin (formerly First Interstate Banks, Wisconsin). From April 1988
through April 1989, Mr. Bartoszek was the Loan Review Officer of SFSC. From
July 1985 until April 1988, Mr. Bartoszek was a Vice President of the former
Edgewood Bank. Prior to joining Edgewood, Mr. Bartoszek was a field examiner
for the Federal Deposit Insurance Corporation.

JOHN B. BECKWITH has been President of the South Unit of State Financial
Bank since the consolidation of the banks in June, 1994. In this capacity, Mr.
Beckwith is responsible for the operation of the Bank's offices located in Hales
Corners, Muskego, and Greenfield, Wisconsin. From June 1991 to June 1994, Mr.
Beckwith was President of and Chief Executive Officer of the Bank's predecessor,
State Bank, Hales Corners. Mr. Beckwith has served as a director of the Bank
since June 1991. Prior to June 1991, he had been Executive Vice President of
State Bank since February 1990. Mr. Beckwith had been Vice

56
<PAGE> 72

President of the First Wisconsin National Bank of Milwaukee (now known as
Firstar Bank Milwaukee) in the commercial lending and branch management areas
from 1988 until February 1990 and in the international financial marketing area
from 1985 until 1988.

PHILIP F. HUDSON has been President of the North Unit of State
Financial Bank since the consolidation of the banks in June 1994. In this
capacity, Mr. Hudson is responsible for the operation of the Bank's offices
located in Milwaukee, Glendale, Brookfield, and Waukesha, Wisconsin. From
November 1990 to June 1994, Mr. Hudson was President and Chief Executive
Officer of the former University National Bank and also served in these
capacities from 1975 until June 1987, during which time he was also a director.
From June 1987 to the present, Mr. Hudson has been Chairman of Environmental
Rental Systems, Inc., which rents safety equipment, and President of Casper
Environmental Systems, Inc. an air filtration equipment manufacturer. Mr.
Hudson has served as a director of the Bank since November 1990.

MICHAEL A. REINDL has been Vice President, Controller, and Chief
Financial Officer of SFSC since June 1993. From August 1990 through June 1993,
Mr. Reindl was Vice President and Controller of SFSC. From December 1989
through August 1990, Mr. Reindl was Vice President of the former Edgewood Bank,
and from January 1988 through December 1989, he served as Assistant Vice
President and Cashier of Edgewood. Mr. Reindl was Auditor of SFSC from 1984
through January 1988.

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

DIRECTORS AND EXECUTIVE OFFICERS. The following table sets forth, as
of May 16, 1995, for the director-nominees, directors continuing in office, the
Named Executive Officers (see "Compensation of Executive Officers"), and all
directors and executive officers as a group, the number of shares of Common
Stock, stock options, and shares of restricted stock beneficially owned and the
percentage of such shares to the total number of shares outstanding.

<TABLE>
<CAPTION>
Subject to Percent of
Directly or Stock Restricted Shares
Name Indirectly (1) Options (2) Stock (3) Total Outstanding (4)
---- ---------- ----------- --------- ----- ---------------
<S> <C> <C> <C> <C> <C>
Jerome J. Holz (5) 566,548 5,400 2,400 574,348 28.8%

Richard A. Horn (6) 38,931 6,000 -0- 44,931 2.3

Robert R. Spitzer (6) 6,811 1,500 -0- 8,311 *

David M. Stamm (6) 6,074 5,400 -0- 11,474 *

</TABLE>

57
<PAGE> 73
<TABLE>
<S> <C> <C> <C> <C> <C>

Barbara E. Holz-Weis (6) 32,407 5,100 -0- 37,507 1.9

Michael J. Falbo 25,778 7,020 3,000 35,798 1.8

John B. Beckwith 4,295 2,160 1,500 7,955 *

Philip F. Hudson 3,319 3,120 1,200 7,639 *

All Directors and Executive 734,222 36,588 8,880 779,690 38.5
Officers as a group (10 persons)
including the above-named
individuals (6)
</TABLE>
- ----------------
(1) Includes shares owned directly by each individual and the group, as
well as shares owned indirectly (for example as trustee of a trust);
also includes for those individuals who were participants in the ESOP
that number of shares of Common Stock which were allocated to such
individual's ESOP account as of May 16, 1995, and with respect to
which that individual has voting rights under the provisions of the
ESOP. See Note 5 below for information on shares held by Jerome J.
Holz as Trustee for the Holz Trust. See also "Compensation of
Executive Officers."
(2) Shares subject to stock options which have not yet been exercised but
which are exercisable within 60 days of May 16, 1994.
(3) Held by the Secretary of SFSC on behalf of the above-named individuals
as participants in the Officer SOP.
(4) Percentage of total number of shares of Common Stock outstanding.
Assumes, for each individual owning options and for the group, the
exercise of that number of options which are included in the total
number of shares for such individual or for the group, as applicable.
Asterisk denotes less than 1% ownership.
(5) Mr. Holz is the Trustee of an irrevocable trust which was created by
his father (the "Holz Trust") which owns 300,326 shares (15.1%) of the
SFSC Common Stock. Mr. Holz is one of four equal beneficiaries of the
Holz Trust. In the event that the ownership interest of the Holz
Trust in SFSC Common Stock falls below 15%, the Holz Trust is
automatically terminated and the shares owned thereunder are
distributed equally to the four beneficiaries thereof. With the stock
issued in relation to the transaction set forth herein, the beneficial
ownership of the Holz Trust in SFSC Common Stock will fall below 15%
and the Holz Trust will thus dissolve pursuant to the Holz Trust
Agreement. Accordingly, Mr. Holz' beneficial ownership in SFSC Common
Stock will be reduced to 349,104 shares, which includes the amount of
shares distributed to Mr. Holz upon the dissolution of the Holz Trust.
The beneficial ownership of SFSC Common Stock by present officers and
directors of SFSC will be reduced to 554,446. See "Beneficial Owners,"
below.
(6) Messrs. Horn, Spitzer and Stamm and Mrs. Holz-Weis are members of the
Administrative Board of the ESOP ("ESOP Board"). As of May 16, 1995,
87,109 shares were held for the ESOP by the independent ESOP trustee,
of which 44,647 had been allocated to ESOP participants' accounts and
42,462 remained unallocated. The ESOP provides that the independent
ESOP trustee must vote shares allocated to a participant's account in
accordance with the direction of the participant. The ESOP Board
directs voting by the independent Trustee, and may also direct the
disposition of unallocated shares. The ESOP Board does not have the
power to vote or direct the vote, or to dispose of or direct the
disposition of, shares which have been allocated to participants'
accounts. To avoid duplication, the individual totals reported in the
above table for Messrs. Horn, Spitzer and Stamm and Mrs. Holz-Weis do
not reflect the 42,462 unallocated shares of which they are deemed to
share beneficial ownership as members of the ESOP Board; however, the
total for all directors and executive officers as a group does include
the 42,462 unallocated shares. If the 42,462 unallocated shares
deemed to be beneficially owned (as a result of such shared voting and
dispositive power) by Messrs. Horn and Spitzer as members of the ESOP
Board are included in each of their individual totals, the resulting
total numbers of shares and the percentages of Common Stock
beneficially owned by each of them on an individual basis would be as
follows: Richard A. Horn, 87,393 shares (4.4% of the total shares
outstanding); Robert R. Spitzer, 50,743 shares (2.6% of the total
shares outstanding); David M. Stamm, 53,891 shares (2.7% of the total
shares outstanding); and Barbara E. Holz-Weis, 79,966 shares (4.0% of
the total shares outstanding).

BENEFICIAL OWNERS. The only persons known to SFSC to be the
"beneficial owners" (defined in accordance with Rule 13d-3 under the Securities
Exchange Act of 1934) of more than 5% of the outstanding shares of Common Stock
as of May 16, 1995, are the following:

<TABLE>
<CAPTION>
Number of Percent of
Name and Business Address Shares Class
- ------------------------- --------- ----------
<S> <C> <C>

Jerome J. Holz (1)
10708 West Janesville Road
Hales Corners, WI 53130 573,306 28.8%

R.W. Holz Living Trust
c/o Jerome J. Holtz
10708 West Janesville Road
Hales Corners, WI 53130 300,326 15.1

</TABLE>

58
<PAGE> 74

<TABLE>
<S> <C> <C>
First Union Corporation
One First Union Center
Charlotte, NC 28288 105,500 5.3

</TABLE>
- ----------------
(1) The total shown for Jerome J. Holz includes 300,326 shares held for
the Holz Trust. See Note 5 to the previous table.

COMPENSATION OF EXECUTIVE OFFICERS.

SUMMARY COMPENSATION INFORMATION. The following table sets forth the
annual and long-term compensation for the Company's Chief Executive Officer
and the other executive officers of the Company and Bank whose total salaries
and bonuses exceeded $100,000 in 1994, as well as the respective compensation
paid to each individual during the Company's last three fiscal years. The
persons named in the table are sometimes referred to herein as the "Named
Executive Officers."

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
Lomg-Term Compensation

Annual Compensation Awards Payouts

Other Restricted
Annual Stock Stock LTIP All Other
Bonus Compensation Awards Options Payouts Compensation
Name and Principal Position Year Salary($) ($)(1) ($)(2) ($)(3) (#) ($)(4) ($)(5)
--------------------------- ---- --------- ------ ------------ --------- ----- ------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Michael J. Falbo 1994 205,000 85,000 -0- -0- -0- -0- 32,964
President and CEO - 1993 172,600 75,000 12,500 -0- -0- 10,500 20,953
State Financial 1992 145,000 67,000 25,600 -0- -0- -0- 23,225
Services Corporation

Jerome J. Holz 1994 174,000 75,000 -0- -0- -0- -0- 17,063
Chairman of the Board - 1993 145,600 63,000 12,500 -0- -0- 10,500 19,140
State Financial 1992 118,100 57,000 24,900 -0- -0- -0- 19,541
Services Corporation

John B. Beckwith 1994 96,000 25,000 -0- -0- -0- -0- 12,181
President - State Financial 1993 90,000 20,000 -0- -0- -0- 2,625 9,435
Bank South Unit 1992 82,500 15,000 -0- -0- -0- -0- 9,890

Philip F. Hudson 1994 114,000 12,500 -0- -0- -0- 3,563 12,679
President - State Financial 1993 108,000 7,500 -0- -0- -0- 3,563 10,185
Bank North Unit 1992 102,000 5,000 -0- 21,375 2,400 -0- 10,670

</TABLE>

(1) For Messrs. Falbo, Beckwith, and Hudson, the amount represents the bonus
earned in the respective year but paid in the following year. For Mr.
Holz, the bonus was earned and paid in the respective year.
(2) Other Annual Compensation represents directors fees paid in connection
with their service on the respective boards of the Company and the Bank.
Effective January 1, 1993, the Company and the Bank established a policy
that no employee of the Company or the Bank may receive director fees for
serving on the Board of Directors of the Bank. The amount disclosed for
Messrs. Falbo and Holz for 1993 represents the fees paid for their
service on the Company's Board of Directors in 1993. Effective January 1,
1994, a director of the Company, who is also an employee of the Company or
the Bank, will no longer receive director fees for his or her service on
the Company's Board of Directors.
(3) Represents value of the award on the date of grant based on the fair
market value of the Company's common stock as of that date.
(4) Represents vesting of restricted shares previously granted under the
Officer SOP.
(5) All Other Annual Compensation consists of contributions to the ESOP and the
Pension Plan made on behalf of the Named Executive Officers by the
Company. The amount reported for Mr. Falbo in 1994 also includes the
contribution made to the Supplemental Executive Retirement Plan adopted in
1994.

COMPENSATION PURSUANT TO PLANS.

59
<PAGE> 75

EMPLOYEE STOCK OWNERSHIP PLAN. In 1990, SFSC adopted an Employee
Stock Ownership Plan ("ESOP") for the benefit of certain employees of SFSC and
its subsidiaries. SFSC shareholders approved the ESOP in 1990. The ESOP
covers substantially all employees of SFSC and its subsidiaries who have
attained age 21 and have completed at least one year of service. Contributions
to the ESOP are made in amounts established in the discretion of the Company's
Board of Directors. Amounts contributed are intended to be sufficient to
amortize any loans to the ESOP. Shares of the Company's Common Stock will be
allocated to the accounts of participants during each plan year, generally in
accordance with the amounts contributed by SFSC and the Bank. An ESOP
participant's interest in the ESOP will be paid on the participant's death,
disability, retirement, or termination of employment. Each participant becomes
vested in 20% of his/her account balance after two years of service and an
additional 20% of the account balance vests each subsequent year of service
until the participant becomes fully vested after six years. Past service is
recognized for vesting purposes.

The ESOP holds 87,109 shares of Common Stock. These shares are held
in the name of an independent trustee. Messrs. Horn, Spitzer and Stamm, and
Mrs. Holz-Weis are members of the Administrative Board of the ESOP ("ESOP
Board"). As of March 10, 1995, of the 87,109 shares held for the ESOP by the
independent ESOP trustee, 44,647 had been allocated to ESOP participants'
accounts and 42,462 remained unallocated. The ESOP provides that the
independent trustee must vote shares allocated to a participants' account in
accordance with the direction of the participant. The ESOP Board directs
voting by the independent trustee, and may also direct the disposition of
unallocated shares. The ESOP Board does not have the power to vote or direct
the vote, or to dispose of or direct the disposition of, shares which have been
allocated to participants' accounts. See "Security Ownership of Management and
Certain Beneficial Owners."

The ESOP may acquire additional shares of Common Stock through
purchases of outstanding shares on the open market or directly from SFSC. The
timing and amount of future purchases and borrowings will be affected by
various factors, including regulatory policies, the market price of Common
Stock, prevailing interest rates, and the number of participating
subsidiaries. No additional shares were purchased by the ESOP in 1994.

60
<PAGE> 76

each participant. For each participant, SFSC's contribution to the Pension
Plan is an amount equal to four percent (4%) of the participant's total
compensation and an additional two percent (2%) of the participant's
compensation in excess of $20,000. The Pension Plan may also accept rollover
contributions from employees. Messrs. Holz, Falbo, and Reindl are trustees of
the Pension Plan.

A participant's account balance becomes 20% vested after completion of
two years of service. Thereafter, a participant's account balance vests 20%
each year until the participant becomes 100% vested after six years of service.
A participant becomes 100% vested in his account balance in the event of death,
disability, or retirement. Normal retirement age under the Pension Plan is 65.
Upon retirement, a participant's account balance may be distributed to him/her
pursuant to his/her election of one of a number of alternative methods of
distribution.

401(K) PLAN. SFSC and the Bank also have a section 401(k) profit
sharing plan ("401(k) Plan"). All employees who are at least 21 years old are
eligible to participate. Participants can defer between 2% and 15% of their
compensation. Participants may also contribute up to an additional 10% of
their compensation on a nontax-deferred basis. Contributions may be invested
at the participant's discretion in one of several different funds which have
been selected by an administrative committee which includes Messrs. Falbo,
Reindl, and Bartoszek. Amounts accumulated are payable upon termination of an
employee's employment, at the normal retirement age, upon death or permanent
disability, pursuant to a variety of payment options. There are no employer
contributions to the 401(k) Plan.

DEFERRED COMPENSATION AGREEMENT. The Bank has a Deferred Compensation
Agreement with Jerome J. Holz dated December 9, 1980, pursuant to which the
Bank is obligated to pay Mr. Holz $1,000 per month for 120 months following
termination of his employment. Payments will commence upon Mr. Holz' voluntary
termination, his involuntary termination for reasons other than cause (as
defined in the agreement), or upon his death or permanent disability. In the
event that Mr. Holz dies before receiving all payments, the balance of the
payments will be made to Mr. Holz' designated beneficiary or heirs. The Bank's
obligations under this plan are insured.

61
<PAGE> 77

of Mr. Falbo that it can contribute on behalf of other employees. As a result,
SFSC makes a limited contribution to its qualified retirement plans on Mr.
Falbo's behalf. SFSC adopted the Supplemental Plan to supplement the benefits
received by Mr. Falbo under the Company's qualified benefit plans. Mr. Falbo's
right to participate in the Supplemental Plan is effective with the adoption of
the Supplemental Plan. His right to participate in the Supplemental Plan
ceases at the earlier of his termination of employment or the date the
Supplemental Plan is terminated by SFSC.

Pursuant to the Supplemental Plan, SFSC contributes on behalf of Mr.
Falbo an amount equal to 12% of his compensation in excess of the compensation
limits stated under the Internal Revenue Code of 1986 section 401(a)(17) for
that year. Interest on the contributions made to Mr. Falbo's account is
credited annually at a rate equal to the annual interest earnings for the
Pension Plan.

Benefits under the Supplemental Plan will begin to be made to Mr.
Falbo at the termination of his employment or his retirement. The form in
which benefits are paid to Mr. Falbo is determined by his age at the time of
his termination or retirement. If Mr. Falbo's employment terminates on or
after the date he attains age 65, benefits will be paid beginning the month
following his termination or retirement and monthly thereafter until the final
payment is made in the month he attains age 80. If Mr. Falbo terminates
employment on or after age 55, but before age 65, SFSC will begin paying Mr.
Falbo's accumulated benefits in monthly installments beginning the first month
following his termination and monthly thereafter until the final payment is
made in the month he attains age 65. If Mr. Falbo dies after termination but
before receipt of all benefits under the plan, the remaining benefits will be
paid in installments to his spouse over the remaining term of the plan, as
applicable. In the event Mr. Falbo dies without a spouse or his widow dies
before completion of the installment payments, the unpaid benefits will be paid
to his or, if applicable, his widow's estate in a lump sum. If Mr. Falbo
terminates employment prior to age 55, SFSC will pay the amount credited on his
behalf under the plan as a lump sum. Mr. Falbo's benefits under the
Supplemental Plan will be fully and completely forfeited in the event he is
terminated for cause.

If Mr. Falbo dies before age 65 and before beginning to receive
benefits under the Supplemental Plan, his surviving spouse, or if there is no
surviving spouse his estate, shall be entitled to a lump sum benefit equal to
the greater of one million dollars or the amount credited on Mr. Falbo's behalf
under the Supplemental Plan. The Company's obligations under this plan are
insured.

62
<PAGE> 78

STOCK OPTION PLANS. In 1990, SFSC shareholders approved the State
Financial Services Corporation 1990 Director Stock Option Plan (the "Director
SOP") and the State Financial Services Corporation 1990 Stock Option/Stock
Appreciation Rights and Restricted Stock Plan for Key Employees (the "Officer
SOP"). All directors of SFSC and Bank are eligible to participate in the
Director SOP. The Officer SOP is established for the benefit of key salaried
employees of SFSC or any subsidiary thereof. Officers of SFSC and its
subsidiaries who are also directors (Messrs. Holz, Falbo, Beckwith, and Hudson)
are eligible to receive options under both plans. However, these individuals
have waived their right to receive options under the Director SOP. The
Director SOP and the Officer SOP each has a ten-year term. The following is a
brief description of the provisions of the two stock option plans.

DIRECTOR SOP. The 1990 Director Stock Option Plan (the "Director
SOP") was established for the benefit of directors of SFSC and the Bank.
Employees of the Company and the Bank who also serve as directors of the
Company and/or the Bank are not eligible to participate in the Director SOP as
they participate in the 1990 Stock Option/Stock Appreciation Rights and
Restricted Stock Plan for Key Officers and Employees (the "Officer SOP"). The
Director SOP provides for the granting of Non-Qualified Stock Options ("NSOs")
to purchase shares of the Company's Common Stock and is administered by the
Stock Option Committee of the Board of Directors. Under the Director SOP, the
option price must be equal to the fair market value of the shares on the date
of grant.

Each new director of the Company is granted 2,400 options upon his or
her initial election, and an additional 1,200 options upon his or her first
reelection to the Company's Board of Directors. Each person who is elected to
a Bank Board of Directors for the first time will receive 1,200 options upon
his or her initial election, and an additional 600 options upon his or her
first reelection.

Options will expire no later than ten years after the date of grant.
An optionee does not recognize any taxable income at the time an NSO is
granted, nor will the Company be entitled to a tax deduction at that time. If
an NSO is exercised, the optionee must recognize an amount of ordinary income
equal to the fair market value of the shares purchased (as of the date of
exercise) minus the exercise price. The Company is then entitled to a tax
deduction equal to the amount of ordinary income recognized by the optionee.
The optionee's basis in the shares acquired upon the exercise of an NSO is
equal to the fair market value at the time of exercise. Upon a subsequent sale
or other disposition of the shares in a taxable transaction, the optionee will
have a capital gain (or loss) equal to the difference between his or her basis
and the sale proceeds.

63
<PAGE> 79

The following table summarizes options granted under the Director SOP
during 1994 and presents the value of unexercised options held by SFSC's
directors at December 31, 1994 who are not also Named Executive Officers (as
defined below).

OPTIONS GRANTED, EXERCISED, AND VALUE TABLE

<TABLE>
<CAPTION>
Number of
Securities Underlying In-The-Money
Number of Per Share Shares Value Unexercised Options Options at
Options Exercise Price Acquired on Realized at Fiscal Year Fiscal Year End
Name Granted (1) Exercise (#) ($)(2) Year End (#)(3) ($)(3)(4)
---- ------- --- ------------ ------- ----------------- ---------
<S> <C> <C> <C> <C> <C> <C>

Richard A. Horn -0- n/a 1,200 $7,337 6,000 $32,491
Robert R. Spitzer -0- n/a -0- -0- 1,500 3,930
David M. Stamm 4,200(5) $14.00 -0- -0- 5,400 5,244
Barbara E. Holz-Weis 3,600(6) $14.00 300 1,850 5,100 9,985

</TABLE>
_______________
(1) In each case, the per share exercise price for shares granted in 1994 was
equal to 100% of the fair market value of the Company's common stock on
the date of grant.
(2) Values are calculated by subtracting the exercise price from the fair
market value of the stock as of December 31, 1994 ($14.50).
(3) All options are exercisable at December 31, 1994.
(4) The dollar values are calculated by determining the difference between the
market value of the underlying Common Stock at December 31, 1994 and the
exercise price of the options.
(5) 2,400 options upon Mr. Stamm's first election and 1,200 options upon his
reelection to the SFSC Board of Directors and 600 options upon his
reelection to the former Eastbrook Board of Directors all of which had not
been previously issued.
(6) 2,400 options upon Mrs. Holz-Weis' first election and 1,200 options upon
her reelection to the SFSC Board of Directors all of which had not been
previously issued.

OFFICER STOCK OPTIONS. The Officer SOP was established for the
benefit of key salaried employees of the Company and any subsidiary thereof,
including the Bank. The Officer SOP is administered by the Stock Option
Committee of the Board of Directors. The Officer SOP provides for the granting
of incentive stock options ("ISOs") within the meaning of Section 422 of the
Internal Revenue Code, NSOs, stock appreciation rights ("SARs"), and Restricted
Stock as described below. The Stock Option Committee will also determine the
number of shares of Common Stock subject to options, the option price and the
time or times when each option will first become exercisable, in whole or in
part.

The Stock Option Committee may grant SARs and Restricted Stock to key
salaried employees and may determine whether such grant shall be considered an
alternative right to an option under the Officer SOP. The grant of a SAR
entitles the holder to receive cash in an amount equivalent to the difference
between the fair market value of the Common Stock on the day of exercise and
the price established on the date of the granting of the SAR. The grant of
Restricted Stock entitles the holder to all of the rights of stock ownership,
including the right to vote and receive dividends, subject to a risk of
forfeiture if the holder's employment is terminated within a certain period of
time under specified circumstances. All

<PAGE> 80

restrictions on Restricted Stock lapse upon a "change in control" of SFSC, as
defined in the Officer SOP.

The exercise price of ISOs granted under the Officer SOP will not be
less than 100% of the fair market value of the shares on the date of grant of
the option. For NSOs, the option price shall not be less than 85% of the fair
market value of the shares on the grant date. The maximum option term is ten
years for ISOs. The Board of Directors may amend the Officer SOP or
discontinue it, but may not take action to alter any previously granted option.
Further, the shareholders must approve any amendment to the Officer SOP that
would increase the number of options available, decrease the option price,
extend the term of the Officer SOP, or extend the period within which to
exercise options.

The following table summarizes options exercised during 1994 and
presents the value of unexercised options held by the Named Executive Officers
at December 31, 1994. No stock options, SARs, or Restricted Stock were granted
to the Named Executive Officers under the Officer SOP in 1994.

65
<PAGE> 81

OPTIONS EXERCISED AND VALUE TABLE

<TABLE>
<CAPTION>
Number of
Securities
Underlying In-the-Money
Shares Value Unexercised Options at
Acquired on Realized Options at Fiscal Fiscal Year End
Name Exercise(#) ($)(1) Year End(#)(2) ($)(2)(3)
---- ------------- -------- -------------------- --------------
<S> <C> <C> <C> <C>

Michael J. Falbo -0- -0- 7,020 $40,365
Jerome J. Holz -0- -0- 5,400 31,050
John B. Beckwith -0- -0- 2,160 12,420
Philip F. Hudson 180 $1,337 3,120 11,882
</TABLE>
- ------------------
(1) Values are calculated by subtracting the exercise price from the fair
market value of the stock as of December 31, 1994 ($14.50).
(2) All options are exercisable at December 31, 1994.
(3) The dollar values are calculated by determining the difference between the
market value of the underlying Common Stock at December 31, 1994 and the
exercise price of the options.

CERTAIN TRANSACTIONS AND OTHER RELATIONSHIPS WITH MANAGEMENT AND PRINCIPAL
SHAREHOLDERS

INDEBTEDNESS OF MANAGEMENT. Some of the executive officers and
directors of SFSC are, and have been during the preceding three fiscal years,
customers of the Bank, and some of the officers and directors of the Bank are
direct or indirect owners of 10% or more of corporations which are, or have
been in the past, customers of the Bank. As such customers, they have had
transactions in the ordinary course of business (including interest rates and
collateral on loans) as those prevailing at the time for comparable
transactions with nonaffiliated persons. In the opinion of management of SFSC,
none of the transactions involved more than the normal risk of collectibility
or presented any other unfavorable features. At December 31, 1994, the Bank
had $6,461,000 in loans outstanding to the directors and executive officers of
SFSC, which amount represented 24.7% of total shareholders' equity at that
date. A substantial portion of these outstanding loans were commercial loans
from the Bank to Holz Motors, Inc., which is owned by Jerome J. Holz, who is
Chairman of the Board and Vice President of SFSC, and Holz Motors' affiliated
entities; to Horn Bros., Inc., of which Richard A. Horn, a director of SFSC, is
President; and to George Webb Corporation, of which David M. Stamm, a director
of SFSC, is President.

66
<PAGE> 82

to 25% of the base rent multiplied by increases in the Consumer Price Index
during the preceding period. Currently, the total rent payable is
approximately $208,000 per year. The Bank subleases space to two other
occupants of Edgewood Plaza. The first sublease covers approximately 1,700
square feet of the floor space of Edgewood Plaza under a lease which expires on
November 30, 1995. Under the terms of this sublease, the Bank receives annual
rent of approximately $26,000. The other sublease covers approximately 2,535
square feet of the floor space of Edgewood Plaza under a lease which expires on
December 27, 1997. Under the terms of this sublease, the Bank receives annual
rent of approximately $48,400. In 1993, Edgewood executed an extension of its
lease with Edgewood Plaza which extends Edgewood's lease through December 2007.
Under the terms of this extension, the Bank will lease approximately 4,100
square feet of floor space from Edgewood Plaza. The reduction in space under
the lease extension is related to Edgewood Plaza's assumption of the space
which the Bank currently subleases to other occupants of Edgewood Plaza.

67
<PAGE> 83

REGULATION OF SFSC, STATE FINANCIAL BANK, BANCSHARES
AND WATERFORD BANK

SFSC, Bank, Bancshares, and Waterford Bank are subject to regulation
under both federal and state law. To the extent that the information given
below consists of summaries of statutory provisions, it is qualified in its
entirety by reference to the statutory provisions described.

BANK HOLDING COMPANY REGULATION. SFSC and Bancshares, each a
Wisconsin corporation, are bank holding companies subject to the federal Bank
Holding Company Act of 1956, as amended (the "Holding Company Act"), and are
registered with the Board of Governors of the Federal Reserve System ("FRB").
The Holding Company Act requires prior approval of the FRB before a bank
holding company can (1) acquire, directly or indirectly, ownership or control
of more than five percent (5%) of the voting stock of a bank; (2) acquire
substantially all of the assets of a bank; (3) merge or consolidate with
another bank holding company; or (4) expand its services to include other
services closely related to banking. If the effect of a proposed acquisition,
merger or consolidation may be to substantially lessen competition or tend to
create a monopoly, the FRB cannot approve the acquisition unless it finds that
the anticompetitive effects of the acquisition, merger or consolidation are
clearly outweighed by the convenience and needs of the community to be served.

With certain limited exceptions, the Holding Company Act requires bank
holding companies to divest themselves of direct or indirect ownership or
control of the voting shares of companies which are neither banks nor bank
holding companies. A bank holding company is also prohibited, with limited
exceptions, from acquiring direct or indirect ownership or control of more than
five percent (5%) of the voting shares of any company which is not a bank, and
from engaging directly or indirectly in activities not closely related to
banking or managing or controlling banks. An exception to this prohibition
permits ownership of the shares of a company, the activities of which the FRB,
after due notice and opportunity for hearing, has determined to be so closely
related to banking or managing or controlling banks as to be a proper incident
thereto. Notwithstanding this exception, the Financial Institutions Regulatory
and Interest Rate Control Act of 1978 ("FIRA") authorizes the FRB to require
the divestiture of any nonbank activities where the FRB has reasonable cause to
believe that the ownership of such subsidiary or the carrying on of such
activities constitutes a serious risk to the financial safety, soundness, or
stability of a bank holding company subsidiary bank and is inconsistent with
sound banking principles or with the purpose of the Holding Company Act or with
the Financial Institutions Supervisory Act of 1966.

68
<PAGE> 84

If ordered, such divestiture or termination would have to be consummated within
180 days or such longer period as the FRB should direct.

A bank holding company is not permitted to acquire more than five
percent (5%) of the voting shares of banks located in another state unless the
acquisition of a state bank by an out-of-state bank holding company is
specifically authorized by the statutes of the state in which such bank is
located. Further, under section 106 of the 1970 amendments to the Holding
Company Act and the FRB's regulations, a bank holding company and its
subsidiaries are prohibited from engaging in certain tie-in arrangements in
connection with any extension of credit or the lease or sale of property or the
furnishing of services.

The Federal Change in Bank Control Act generally requires the prior
approval of the FRB of any proposed transaction in which a party would (a) be
acquiring at least 25% of any class of voting securities of a bank holding
company (such as Bancshares), or (b) would, after the transaction, own,
control, or hold with power to vote 10% or more (but less than 25%) of any
class of voting securities of the institution, if (i) such institution has
registered securities under section 12 of the Exchange Act; or (ii) no other
person will own a greater percentage of that class of voting securities
immediately after the transaction. Bancshares Stock is not registered under
section 12 of the Exchange Act.

SFSC and Bancshares are each required to file with the FRB an annual
report of its operations and the operations of its subsidiaries and significant
affiliates. SFSC, Bancshares, Bank, and Waterford Bank may also be examined by
the FRB.

BANK REGULATION. The Bank and Waterford Bank (collectively referred
to as the "Banks") are affected by the credit policies of monetary authorities,
including the FRB, which regulate the national supply of bank credit. Such
regulation influences overall growth of bank loans, investments and deposits
and may also affect interest rates charged on loans and paid on deposits. The
monetary policies of the FRB have had a significant effect on the operating
results of commercial banks in the past and are expected to continue to do so
in the future.

The Banks' deposits are insured under the provisions of the Federal
Deposit Insurance Act and they are, therefore, subject to regulation by the
Federal Deposit Insurance Corporation ("FDIC"). The Banks are Wisconsin state
chartered banks which are not members of the Federal Reserve System
("non-member banks") and are supervised and examined by the Wisconsin
Commissioner of Banking ("Commissioner") and the FDIC.

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The Federal Deposit Insurance Act requires that the
appropriate regulatory authority (the FDIC in the case of state non-member banks
such as the Banks) approve any merger and/or consolidation by or with an
insured bank, as well as the establishment or relocation of any bank or branch
office.

Transactions between a bank and its holding company are subject to
various restrictions imposed by state and federal regulatory agencies. Such
transactions include loans and other extensions of credit, purchases of
securities, and payments of fees or other distributions.

The FDIC also supervises compliance with the provisions of FIRA. FIRA
places restrictions on loans to executive officers and persons owning or
controlling more than ten percent of the voting shares of a member bank's stock
and to officers, directors or controlling persons of a bank holding company
controlling such member bank. Under these restrictions, the aggregate amount
of loans to each such executive officer or controlling person, aggregated with
loans to any company controlled by, or any political or campaign committee for
the benefit of or controlled by, such officer or person, may not exceed the
statutory limits on loans to a single borrower (generally 15% of paid in and
unimpaired capital stock plus 15% of unimpaired surplus).

FIRA also provides that any loans to a bank officer, executive officer
(as defined to include holding company directors and executive officers) or
controlling person, aggregated with loans to that individual's controlled
companies or political or campaign committees in excess of $25,000, must be
approved in advance by majority vote of the bank's board of directors, with the
interested party abstaining. A controlling person of a bank will be deemed to
control another company only if that individual: (1) owns, controls or has the
power to vote twenty-five percent or more of the company voting stock; (2)
controls the election of a majority of the company's directors; or (3) has the
power to exercise a controlling influence over the company's management or
policy. In addition, loans to directors, executive officers or controlling
persons must be made on substantially the same terms, including interest rates
and collateral, as those prevailing at the time for comparable transactions
with other persons, and such loans must not involve more than the normal risk
of repayment or present other unfavorable features.

The foregoing provisions relating to loans to executive officers,
directors and controlling shareholders are made applicable to state nonmember
banks and national banks under federal law and regulation.

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FIRA authorizes the appropriate federal bank regulatory agency to
assess civil penalties against banks and individuals participating in the
affairs of banks for violations of limitations on such loans to insiders and
affiliates. Such penalties could amount to $1,000 per day for each violation.

For purposes of each of these insider provisions, an officer,
director, or controlling person of a bank holding company controlling an
FDIC-insured bank will be deemed to be an officer, director or controlling
person of the insured bank.

FINANCIAL INSTITUTIONS REFORM, RECOVERY, AND ENFORCEMENT ACT OF 1989
("FIRREA"). FIRREA, which was enacted into law in August 1989, significantly
expands the regulatory and enforcement powers of all Federal regulatory
agencies over the institutions which they regulate. FIRREA significantly
expanded the grounds upon which a receiver or conservator may be appointed by
the applicable regulatory agency without consent of or notice to the
institution. This authority enhances the ability of regulatory authorities to
engage in "early intervention" to take control of an institution even though it
may not yet be insolvent. Included in the new grounds are "having
substantially insufficient capital, "the incurrence or likely incurrence of
losses that will deplete all or substantially all of the institution's capital
and no reasonable prospect for the capital to be replenished without federal
assistance, and a violation of law or regulations which is likely to weaken the
condition of the institution.

Other provisions of FIRREA which affect commercial banks and bank
holding companies include immediate authority to acquire healthy or
capital-impaired thrift institutions and elimination of cross-marketing
restrictions on bank holding companies which own thrift institutions. FIRREA
also requires banks in a multibank holding company (such as SFSC following
consummation of the Merger) to indemnify the federal deposit insurance fund
against losses it incurs with respect to their affiliated banks, which in
effect makes the equity investment of a bank holding company in its healthy
banks available to the FDIC to assist the holding company's failed or failing
bank subsidiaries.

FIRREA significantly increases the enforcement authority of federal
banking regulators. It allows the FDIC to suspend an institution's federal
deposit insurance coverage on 10 days prior notice and it increases the FDIC's
civil money penalty authority to $25,000 per day per violation or to $1 million
per day where such conduct is in "reckless disregard for the safety and
soundness of the institution." Authority to impose such penalties is extended
to failures to file, the filing of false reports of condition or refusal to
permit a regulatory examination. Standards for imposition of penalties and
cease and desist orders would be lowered and the range of persons subject to
them broadened. Criminal penalties

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would also be increased and forfeiture would be made available as a sanction
for bank property which represents the proceeds of a criminal violation of
certain banking statutes.

FEDERAL DEPOSIT INSURANCE CORPORATION IMPROVEMENT ACT ("FDICIA"). In
December 1991 FDICIA was enacted, substantially revising the bank regulatory
and funding provisions of the Federal Deposit Insurance Act and several other
important federal banking statutes. In general, FDICIA includes provisions,
among others, to: (i) increase the FDIC's line of credit with the U.S.
Treasury in order to provide the FDIC with additional funds to cover the losses
of federally insured banks; (ii) reform the deposit insurance system, including
the implementation of risk-based deposit insurance premiums; (iii) establish a
format for closer monitoring of financial institutions and to enable prompt
corrective action by banking regulators when a financial institution begins to
experience financial difficulty; (iv) establish five capital levels for
financial institutions pursuant to the prompt corrective action guidelines
(well capitalized, adequately capitalized, undercapitalized, significantly
undercapitalized and critically undercapitalized) that would impose more
scrutiny and restrictions on less capitalized institutions; (v) require the
banking regulators to set operational and managerial standards for all insured
depository institutions and their holding companies; including, under certain
circumstances, limits on excessive compensation to executive officers,
directors, employees and principal stockholders, and establish standards for
loans secured by real estate; (vi) adopt certain accounting reforms and require
annual on-site examinations of federally insured institutions and the ability
to require independent audits for banks and thrifts; (vii) revise risk- based
capital standards to ensure that they (a) take adequate account of
interest-rate changes, concentration of credit risk and the risks of
nontraditional activities, and (b) reflect the actual performance and expected
risk of loss of multi-family mortgages; and (viii) restrict state-chartered
banks from engaging in activities not permitted for national banks unless they
are adequately capitalized and have FDIC approval. Further, FDICIA permits the
FDIC to make special assessments on insured depository institutions, in amounts
determined by the FDIC to be necessary to give it adequate assessment income to
repay amounts borrowed from the U.S. Treasury and other sources or for any
other purposes the FDIC deems necessary. FDICIA also grants authority to the
FDIC to establish semiannual assessment rates on Bank Insurance Fund ("BIF")
and Savings Association Insurance Fund ("SAIF") member banks so as to maintain
these funds at the designated reserve ratios. In addition, FDICIA removed the
previous limit that restricted the FDIC to only two increases in deposit
insurance premiums each year; therefore, the FDIC may adopt an increase at any
time. The FDIC has proposed a new risk-based premium schedule for deposits
insured under the BIF, which includes the Bank's deposits. Like the existing
system, the proposed

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assessments would be based on a combination of a bank's capital condition and
supervisory evaluations. Under the proposed schedule, the risk-based premium
for a well-capitalized institution receiving satisfactory or greater
supervisory ratings would be assessed at 4 basis points for each $100 of
deposits compared to 23.5 basis points per each $100 of deposits currently in
effect. The proposed new schedule would take effect as soon as the FDIC
determines that the BIF has reached its required ratio of 1.25% of insured
deposits. FDIC estimates the BIF will reach 1.25% of insured deposits in the
third quarter of 1995.

Pursuant to their statutory mandate, the banking regulators have
recently adopted regulations concerning certain of the provisions of FDICIA.
Uniform prompt corrective action rules became effective on December 19, 1992.
Generally, these rules establish five prompt corrective action capital
categories, with certain requirements and limitations imposed on certain of
these categories. Generally as a bank's capital ratios decrease, it becomes
subject to a series of increasingly restrictive actions, including, if an
institution is found to be critically undercapitalized, a restriction on the
payment of principal or interest on the institution's subordinated debt. In
order to qualify for the "well capitalized" category, an institution must have
total risk-based capital in excess of 10.0%, Tier 1 risk-based capital in
excess of 6.0%, Tier 1 leverage capital in excess of 5.0% and not be subject to
any capital order or directive.

Future legislative proposals, possibly including substantial
restructuring and modernization of financial institution regulations, could, if
implemented, have a dramatic effect on both the costs of doing business and the
competitive factors facing the banking industry. In addition, the various
banking regulatory agencies may propose additional rules and regulations to
implement and enforce existing legislation or establish new requirements. The
precise terms or timing of any new legislative or regulatory proposals that
might be adopted cannot be predicted by SFSC. Therefore, SFSC is unable to
determine as of this date the effect, if any, such proposals would have on its
financial condition or future operations.

REGULATORY CAPITAL REQUIREMENTS. In 1990, the Federal Reserve
implemented additional capital requirements calling for risk weights to be
assigned to on-and-off balance sheet items in arriving at risk-adjusted total
assets. Effective December 19, 1992, the FRB, the FDIC and the OCC have
established five capital levels for financial institutions under its prompt
corrective action regulations, as follows: "well capitalized," "adequately
capitalized," "undercapitalized," "significantly undercapitalized" and
"critically undercapitalized." This framework is intended to supplement
existing supervisory authority and does not limit the regulator's existing
authority under other statutes or regulations to address capital deficiencies
or other violations of law. A well-capitalized bank or bank holding

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company must satisfy certain percentage tests and not by subject to any
regulatory capital order or directive. To be considered well capitalized, a
bank or bank holding company must have a Tier 1 leverage ratio in excess of
5.0%, a Tier 1 risk-based capital ratio in excess of 6.0% and a total
risk-based capital ratio in excess of 10.0%. At December 31, 1994, both Banks
meet the definition of "well-capitalized" institutions.

COMMUNITY REINVESTMENT ACT OF 1977 ("CRA"). Under CRA, a bank's
applicable regulatory authority (the FDIC or the OCC) is required to assess the
record of each financial institution which it regulates to determine if the
institution meets the credit needs of its entire community, including low and
moderate-income neighborhoods served by the institution, and to take that
record into account in its evaluation of any application made by such
institution for, among other things, approval of the acquisition or
establishment of a branch or other deposit facility, an office relocation, a
merger or the acquisition of shares of capital stock of another financial
institution. The regulatory authority prepares written evaluations of an
institution's record of meeting the credit needs of its entire community and
assigns a rating.

The Banks have been reviewed for compliance with CRA by the FDIC.
Both received a "satisfactory" rating for compliance with CRA.

DIVIDEND LIMITATIONS. Wisconsin state banks may declare and pay
dividends out of undivided profits after all expenses, losses, required
reserves, taxes, interest and any required transfers to a surplus fund required
under state law. Wisconsin business corporations, such as SFSC and Bancshares,
may pay dividends out of unreserved and unrestricted earned surplus, provided
they do not render the corporation insolvent.

Federal regulators have authority to prohibit a bank from engaging in
what in their opinion constitutes an unsafe or unsound practice in conducting
its business, including the payment of dividends.

BRANCHING. State banks may establish branches anywhere in Wisconsin
(or in any other state with the additional approval of that state's regulator).
The establishment of a new branch or the closing of a branch requires
regulatory approval.

INTERSTATE OPERATIONS. In May 1986, the Wisconsin Interstate Banking
Act was enacted, which authorizes acquisitions of banks and savings and loan
associations in an interstate region consisting of Wisconsin, Illinois,
Indiana, Iowa, Kentucky, Michigan, Minnesota, Missouri and Ohio, provided
reciprocal

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legislation is in effect in the other state. Under the Interstate Banking Act,
which went into effect January 1, 1987, a Wisconsin bank may acquire an
interest in or merge with one or more "regional" banks, and a Wisconsin bank
holding company may acquire an interest in or merge with one or more regional
banks or bank holding companies.

Regional banks and bank holding companies can also undertake
acquisitions and mergers involving Wisconsin banks and bank holding companies.
Exercise of these powers by the regional entities is conditioned on compliance
with the statutes of the regional state and subject to the approval and
regulation by the Commissioner, who may disapprove of any acquisition found not
to be in the best interest of the public, or failing to meet other statutory
procedures. In addition, regional banks or holding companies may not acquire
an entity unless that entity has been in existence for at least five years.

Other provisions in the Interstate Banking Act broaden the powers of
banks, subject to the approval of the Commissioner, by allowing branching
within Wisconsin or in any "regional" state, and giving banks the power to
undertake any activity, exercise any power or offer any financially related
product or service in this state that any other provider of financial services
may undertake, exercise or provide. The powers are limited to those specified
by rule by the Commissioner and may not include insurance underwriting. Some
of the states in the Wisconsin interstate region have enacted or are in the
process of enacting reciprocal interstate banking laws.

OTHER REGULATION. The activities and operations of the Bank are
subject to a number of other federal and state laws and regulations, including,
among others, state usury and consumer credit laws, the federal
Truth-In-Lending Act and Regulation Z, the federal Equal Credit Opportunity Act
and Regulation B, the Fair Credit Reporting Act, anti-redlining legislation,
the antitrust laws and, in certain respects, federal and state securities laws.

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DISSENTERS' RIGHTS OF HOLDERS OF BANCSHARES STOCK

The following description of the dissenters' rights of holders of
Bancshares Common Stock is qualified in its entirety by reference to sections
180.1301 to 180.1331 of the Wisconsin Statutes, a copy of which is attached to
this Proxy Statement and Prospectus as Exhibit B and is incorporated herein by
reference.

Bancshares shareholders of record and beneficial shareholders at the
close of business on May _____, 1995, will have the right to require that their
Bancshares Stock be purchased for fair value (i.e., to dissent from the Plan
and Merger) pursuant to the provisions of sections 180.1301 to 180.1331 of the
Wisconsin Statutes relating to dissenters' rights upon mergers of Wisconsin
corporations. Any shareholder of Bancshares electing to exercise his or her
right to dissent must (i) not vote for the Merger at the meeting of the
Bancshares shareholders called for such purpose; and (ii) give notice in
writing to Bancshares before such vote is taken that such shareholder dissents
from the Merger and intends to demand payment if the Merger is effectuated. A
shareholder who has complied with the foregoing requirements shall hereinafter
be referred to as a "dissenting shareholder." Thereafter, if the Merger is
consummated, a dissenting shareholder shall be entitled to make a claim for the
fair value of the Bancshares Stock held by such shareholder. Dissenters'
rights may not be asserted by any Bancshares shareholder who votes in favor of
the Merger or who fails to deliver the required written notice.

A VOTE AGAINST THE MERGER AND TIMELY DELIVERY OF A NOTICE OF DISSENT
TO BANCSHARES WILL NOT BE SUFFICIENT TO PERFECT A DISSENTING SHAREHOLDER'S
RIGHT TO PAYMENT OF FAIR VALUE OF SUCH DISSENTING SHAREHOLDER'S SHARES.

Management of Bancshares suggests that any holder of Bancshares Stock
who desires to give notice in writing to Bancshares prior to the Meeting that
such shareholder dissents from the Plan either deliver such notice in person to
Frances Koukol, Secretary of Bancshares, at the banking offices of Waterford
Bank during regular business hours or mail such notice be registered United
States mail, postage prepaid, return receipt requested, addressed to Frances
Koukol, 217 North Milwaukee Street, Waterford, Wisconsin 53185.

Any shareholder of Bancshares Stock who does not vote for ratification
and confirmation of the Merger at the Meeting, and who gives notice in writing
to Bancshares that he/she is dissenting from the Merger, will be notified in
writing of the procedure for dissenting. If the Merger is approved by the
Bancshares shareholders at the Meeting, Bancshares will send a notice to
dissenting

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shareholders ("dissenters' notice") within ten days after the date of such
Meeting. The dissenters' notice will include a statement indicating where the
shareholder must send the payment demand and where and when the shareholder's
certificates for certificated shares must be deposited. Dissenting
shareholders will be required to certify that such shareholder acquired
beneficial ownership before the date of the first announcement to news media or
to shareholders of the proposed Merger.

A dissenting shareholder who is sent a dissenters' notice must demand
payment in writing and certify that he/she acquired beneficial ownership of the
Bancshares Stock before the date specified in the dissenters' notice. A
dissenting shareholder with certificated shares must also deposit such
certificates in accordance with the terms of the dissenters' notice. A
shareholder who does not demand payment by the date specified in the
dissenters' notice or fails to deposit his/her share certificates where
required by the date set in the dissenters' notice is not entitled to payment
for his/her shares pursuant to Wisconsin Statutes sections 180.1301 to
180.1331.

Following consummation of the Merger, Interim, as the survivor to the
Merger, shall pay each dissenting shareholder who has properly demanded payment
and deposited his/her Bancshares Stock certificates the amount that Interim
estimates to be the fair value of such shares plus accrued interest. Such
payment shall be accompanied by a copy of Bancshares' latest available
financial statements, a statement of Interim's estimate of the fair value, an
explanation of the interest calculation method and a statement that the
dissenting shareholder is entitled to demand payment under Wisconsin Statutes
section 180.1328. A dissenting shareholder waives the right to demand payment
under Wisconsin Statutes section 180.1328 unless the dissenting shareholder
notifies Interim of such demand in writing within 30 days after Interim makes
or offers payment for the Bancshares Stock.

If a dissenting shareholder makes a demand for payment under Wisconsin
Statutes section 180.1328, Interim shall bring a special proceeding within 60
days after receiving such payment demand and petition a court to determine the
fair value of the shares and accrued interest. All dissenters, whether or not
residents of Wisconsin, whose demands remain unsettled shall be parties to such
special proceeding. The court may appoint one or more appraisers to receive
evidence and recommend a decision on the question of fair value. Each party
shall bear its own costs unless determined otherwise by the court. The court
may assess costs against a party in amounts that the court finds to be
equitable to the extent the court finds that the party acted arbitrarily,
vexatiously or not in good faith with respect to the rights provided by
Wisconsin Statutes section 180.1301 to 180.1331.

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This Proxy Statement and Prospectus shall be deemed notice by
Bancshares to holders of Bancshares Stock of their right to dissent from the
Plan. Attached to this Prospectus as Exhibit B is a copy of sections 180.1301
to 180.1331 of the Wisconsin Statutes, which sets forth in full the rights of
shareholders and the procedure to be followed in the exercise of such rights.
Shareholders wishing to dissent should refer to Exhibit B. The foregoing is
intended only as a summary of such statute and such summary is modified or
superseded by the statute in the event of any discrepancy. Bancshares and
Interim will require strict compliance by a dissenting shareholder with the
provisions of the statute.

COMPARATIVE RIGHTS OF SHAREHOLDERS

If the shareholders of Bancshares approve the Merger, those electing
to receive SFSC Common Stock will become shareholders of SFSC. Both SFSC and
Bancshares are business corporations governed by the State of Wisconsin
corporation laws and federal laws and regulations applicable to bank holding
companies. This summary is qualified in its entirety by reference to the
Wisconsin Business Corporation and the Bank Holding Company laws, and the
Articles of Incorporation and Bylaws applicable to SFSC and Bancshares.

Shareholders of Bancshares and SFSC are entitled to one vote for each
share held and participate equally in dividends, and any liquidating
distributions. Each of Bancshares Stock and SFSC Common Stock is fully paid
and nonassessable, but shareholders of both may be liable by statute up to the
par value (initial issue price as interpreted by the courts) of the shares for
unpaid wage claims of their respective employees, but not exceeding six months
service in any one case.

Directors of Bancshares are elected annually, whereas directors of
SFSC have staggered terms in that the terms of one-third expire each year.
SFSC presently has six directors. There are no preemptive rights to subscribe
for additional shares to be issued by the shareholders of either SFSC or
Bancshares.

The vote required for approval of a merger, consolidation or sale of
substantially all of the assets of Bancshares or amendment of its Articles of
Incorporation is a majority of the outstanding shares of Bancshares Stock.
SFSC's Articles of Incorporation may be amended and SFSC may merge,
consolidate or dispose of substantially all of its assets, subject to the
affirmative vote of the holders of a majority of the shares entitled to vote on
the proposals.

Wisconsin business corporations such as Bancshares and SFSC are not
prohibited from owning their shares of capital stock, provided the corporation
has

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legally available fund with which to acquire the shares. Bank holding
companies, however, are required under certain circumstances to obtain FRB
approval to acquire their own shares.

Wisconsin business corporations may declare and pay dividends out of
undivided profits after all expenses, losses, required reserves, taxes,
interest and any required transfers to a surplus fund required under state law.
Wisconsin business corporations such as Bancshares and SFSC may pay dividends,
provided they do not render the corporation insolvent, out of unreserved and
unrestricted earned surplus.

The Bylaws of SFSC authorize indemnification of officers and directors
for expenses incurred in defending claims against them in those capacities,
provided they have acted in good faith and not contrary to the best interests
of SFSC. Directors and officers of SFSC and Bancshares are also entitled to
indemnification under sections 180.0850 to 180.0859 of the Wisconsin Business
Corporation Law, which authorizes indemnification in civil, criminal,
administrative or investigative proceedings pursuant to direct or derivative
actions where the person indemnified acted in good faith and in a manner he/she
reasonably believed to be in the best interests of the corporation, and was not
adjudged civilly or criminally liable.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officer, or persons
controlling SFSC pursuant to the foregoing provisions, SFSC has been informed
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1993 and is therefore unenforceable.

LIMITATIONS ON TAKEOVERS The Articles of Incorporation and Bylaws of
SFSC contain the following provisions, which may have an inhibiting effect on
unsolicited takeover attempts:

1. The Board of Directors of SFSC is structured so that the terms
of approximately one-third of the directors expire at each annual meeting.

2. The Board of Directors has the authority to issue up to
100,000 shares of $l.00 par value preferred stock and has the power to issue
those shares in one or more series and fix the designation, rights,
preferences, and limitations of the shares of each series.

Management of SFSC may consider proposing additional provisions,
either by way of amendments to the Articles of Incorporation or Bylaws, or
otherwise, for adoption at a shareholders' meeting, which could contain further
limitations on

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unsolicited takeover attempts. SFSC presently has no proposals under
consideration for additional antitakeover provisions.

The provisions of the Articles of Incorporation establishing a
classified Board of Directors and authorizing the issuance of additional shares
of SFSC Common Stock and preferred stock, as well as management's control of a
substantial portion of SFSC Common Stock may enhance the ability of existing
management and the Board to retain their positions by discouraging or making
more difficult the acquisition of SFSC on a nonnegotiated basis (such as by an
unsolicited tender offer) and the removal of existing management and the Board.
These consequences could occur even if such an acquisition of SFSC were favored
by a majority of shareholders and were at a premium to the market price of the
SFSC Common Stock. See "Special Considerations--Beneficial Ownership of SFSC."

Section 180.1150(2) of the Wisconsin Business Corporation Law provides
that, unless otherwise specified in a corporation's Articles of Incorporation,
the voting power of shares of issuing public corporations, such as SFSC, which
are held by any person in excess of 20% of the voting power of such company
shall be limited to 10% of the full voting power of such shares. This
statutory voting restriction is not applicable to shares (a) acquired directly
from SFSC, (b) acquired in a transaction incident to which the shareholders of
SFSC vote to restore the full voting power of such shares prior to April 22,
1986, (c) acquired under an agreement entered into at a time when the
corporation was not an issuing public corporation, or (d) under certain other
circumstances more fully described in Section 180.1150(3). The SFSC Articles
of Incorporation state that the restrictions of Section 180.1150 do not apply
to shares of SFSC Common Stock held by a person who was a holder of twenty
percent (20%) or more of any class of the outstanding common stock of SFSC
immediately before the filing of SFSC's Amended and Restated Articles of
Incorporation, which occurred in October 1989. As a result of this provision,
the voting power of Mr. Holz' shares have not been and will not be reduced to
10% of their voting power pursuant to Section 180.1150(2).

Sections 180.1140 through 180.1144 of the Wisconsin Business
Corporation Law provide that a "resident domestic corporation," such as SFSC,
may not engage in a "business combination" with an "interested stockholder" (a
person beneficially owning 10% or more of the aggregate voting power of the
capital stock of the corporation), for three years after the date (the "stock
acquisition date") when the interested stockholder acquired his 10% or greater
interest, unless the business combination (or the acquisition of the 10% or
greater interest) was approved before the stock acquisition date by the
corporation's board of

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directors. After the three-year period, a business combination that was not so
approved can be consummated only if it is approved by a majority of the
outstanding voting shares not held by the interested stockholder or is made at
a specified formula price intended to provide a fair price for the shares held
by noninterested stockholders. The provisions of Section 180.1141 do not apply
to a business combination between a resident domestic corporation and an
interested stockholder when: (a) the resident domestic corporation did not
have a class of voting stock registered or traded on a national securities
exchange at the time the interested stockholder first acquired 10% of the then
outstanding voting stock; (b) the interested stockholder was an interested
stockholder immediately prior to September 10, 1987; (c) the interested
stockholder became an interested stockholder inadvertently; (d) the interested
stockholder was an interested stockholder immediately prior to September 10,
1987, and inadvertently increased its voting power, or (e) the business
combination is governed by Wisconsin Statute Sections 221.565, 221.25, or
221.58, concerning state banks.

Sections 180.1140 through 180.1144 of the Wisconsin Business
Corporation Law may have the effect of discouraging takeovers of, and
unsolicited offers for, SFSC under certain circumstances. These statutory
provisions specifically discourage the use of a two-step takeover technique
involving a tender offer for voting control of SFSC followed by a merger or
other business combination involving inadequate consideration to the remaining
SFSC shareholders.

Under federal laws governing the acquisition of control of
FDlC-insured banks and bank holding companies, any person or entity seeking to
acquire control of more than 10% of the voting stock of SFSC must first obtain
permission from the FRB. For a discussion of these and other regulatory
limitations on the acquisition of control of SFSC and the Banks, see
"Regulation of SFSC, State Financial Bank, Bancshares and Waterford Bank."

LEGAL MATTERS

The legality of the issuance of the SFSC Common Stock offered hereby
will be passed upon for SFSC by Reinhart, Boerner, Van Deuren, Norris &
Rieselbach, s.c., 1000 North Water Street, Suite 2100, Milwaukee, Wisconsin
53202. Certain legal matters in connection with the Merger and the tax-free
nature of the Merger will be passed upon for Bancshares and its shareholders by
Davis & Kuelthau, S.C., 111 East Kilbourn Avenue, Suite 1400, Milwaukee,
Wisconsin 53202.

EXPERTS

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The consolidated financial statements of SFSC at December 31, 1994 and
1993, and for each of the three years in the period ended December 31, 1994,
incorporated by reference in the Prospectus and Registration Statement have
been audited by Ernst & Young LLP, independent public auditors, as set forth in
their reports thereon incorporated by reference herein, and are included in
reliance upon said reports given upon the authority of said firm as experts in
accounting and auditing.

The consolidated financial statements of Bancshares at December 31,
1994 and for the year then ended included herein and elsewhere in this Proxy
Statement and Prospectus have been audited by Ernst & Young LLP, independent
public auditors, as set forth in their report appearing elsewhere herein, and
are included in reliance upon such reports given upon the authority of said
firm as experts in accounting and auditing.

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INDEX TO WATERFORD BANCSHARES, INC.
CONSOLIDATED FINANCIAL STATEMENTS

December 31, 1994 and 1993

CONTENTS

Report of Ernst & Young LLP, Independent Auditors . . . . . . . . . . . . . . . . . . . . . . F-2

Consolidated Financial Statements

Consolidated Balance Sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-3
Consolidated Statements of Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-4
Consolidated Statements of Stockholders' Equity . . . . . . . . . . . . . . . . . . . . . . . F-5
Consolidated Statements of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-6
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . F-7
</TABLE>

F-1
<PAGE> 99

Report of Ernst & Young LLP, Independent Auditors

Board of Directors of State Financial Services Corporation

We have audited the accompanying consolidated balance sheet of Waterford
Bancshares, Inc. (the Company) as of December 31, 1994, and the related
consolidated statements of income, stockholders' equity and cash flows for the
year ended December 31, 1994. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of the Company at
December 31, 1994, and the consolidated results of its operations and cash
flows for the year ended December 31, 1994, in conformity with generally
accepted accounting principles.

May 1, 1995
Milwaukee, Wisconsin

F-2
<PAGE> 100

WATERFORD BANCSHARES, INC.
CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>
MARCH 31 DECEMBER 31
1995 1994 1993
------------------------------------------------
(Unaudited) (Unaudited)
<S> <C> <C> <C>
ASSETS
Cash and due from banks $969,275 $1,917,886 $2,299,000
Federal funds sold 45,000 1,900,000 3,524,000
----------- ----------- -----------
Cash and cash equivalents 1,014,275 3,817,886 5,823,000

Investment securities _
Held-to-maturity (fair value of $11,255,000
$10,991,000 and $12,257,000, respectively) 11,184,343 11,207,382 11,600,000

Loans 24,181,116 23,548,617 22,217,000
Less allowance for loan losses (731,308) (707,253) (338,000)
----------- ----------- -----------
Net loans 23,449,808 22,841,364 21,879,000

Premises and equipment 316,177 338,988 430,000
Accrued interest receivable 323,877 344,606 310,000
Other assets 189,815 190,412 61,000
----------- ----------- -----------
$36,478,295 $38,740,638 $40,103,000
=========== =========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
Demand $2,980,845 $3,687,859 $3,325,000
Savings 9,929,814 10,863,122 12,407,000
Time deposits 18,740,543 19,736,372 19,807,000
----------- ----------- -----------
Total deposits 31,651,202 34,287,353 35,539,000

Federal funds purchased 200,000 _ _
Accrued expenses and other liabilities 12,465 _ 42,000
Accrued interest payable 155,307 86,913 97,000
----------- ----------- -----------
Total liabilities 32,018,974 34,374,266 35,678,000

Stockholders' equity:
Common stock, $1 par value;
authorized - 200,000 shares; issued and
outstanding - 830 shares in 1995, 830 shares in
1994 and 870 shares in 1993 1,000 1,000 1,000
Capital surplus 2,099,000 2,099,000 2,099,000
Retained earnings 2,883,651 2,790,702 2,737,000
Less treasury stock (524,330) (524,330) (412,000)
----------- ----------- -----------
Total stockholders' equity 4,459,321 4,366,372 4,425,000
----------- ----------- -----------
$36,478,295 $38,740,638 $40,103,000
=========== =========== ===========
</TABLE>

See accompanying notes.

F-3
<PAGE> 101
Waterford Bancshares, Inc.
Consolidated Statements of Income

THREE MONTHS ENDED
MARCH 31 YEAR ENDED DECEMBER 31
1995 1994 1994 1993 1992
--------------------------------------------------------------
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C> <C>
Interest income:
Loans $516,361 $495,605 $2,093,502 $2,035,000 $2,223,000
Investment securities:
Taxable 126,844 125,992 516,346 514,000 443,000
Tax-exempt 50,964 65,960 239,717 287,000 287,000
Federal funds sold 23,541 20,716 30,752 61,000 73,000
------- ------- --------- --------- ---------
Total interest income 717,710 708,273 2,880,317 2,897,000 3,026,000
Interest expense:
Deposits 296,556 296,419 1,117,878 1,260,000 1,384,000
Notes payable and other borrowings 643 (10) 8,010 11,000 12,000
------- ------- --------- --------- ---------
Total interest expense 297,199 296,409 1,125,888 1,271,000 1,396,000
------- ------- --------- --------- ---------
Net interest income 420,511 411,864 1,754,429 1,626,000 1,630,000
Provision for loan losses 7,500 25,652 492,277 209,000 101,000
------- ------- --------- --------- ---------
Net interest income after provision
for loan losses 413,011 386,212 1,262,152 1,417,000 1,529,000

Other income:
Service charges on deposit accounts 17,587 19,391 70,462 108,000 87,000
Investment securities gains
(losses), net -- -- -- -- 2,000
Other 12,890 12,777 48,215 46,000 32,000
------- ------- --------- --------- ---------
30,477 32,168 118,677 154,000 121,000
Other expenses:
Salaries and employee benefits 150,361 188,227 676,187 630,000 540,000
Equipment rentals, depreciation and
maintenance 54,674 39,754 153,221 170,000 177,000
Legal and professional 47,099 15,334 99,333 67,000 54,000
Regulatory agency assessments 20,793 21,664 85,993 76,000 71,000
Other 26,305 51,570 267,016 280,000 293,000
------- ------- --------- --------- ---------
299,232 316,555 1,281,750 1,223,000 1,135,000
------- ------- --------- --------- ---------
Income before income taxes 144,256 101,825 99,079 348,000 515,000
Income taxes (benefit) 51,307 20,025 (14,389) 64,000 127,000
------- ------- --------- --------- ---------
Net income $92,949 $81,800 $113,468 $284,000 $388,000
======= ======= ========= ========= =========

Net income per common and common $111.99 $94.90 $135.40 $326.44 $435.47
equivalent share ======= ======= ========= ========= =========

</TABLE>

See accompanying notes.

F-4
<PAGE> 102

Waterford Bancshares, Inc.
Consolidated Statements of Stockholders' Equity

<TABLE>
<CAPTION>
Common Capital Retained Treasury
Stock Surplus Earnings Stock Total
------ ------- -------- -------- -----
<S> <C> <C> <C> <C> <C>

Balances at January 1, 1992
(unaudited) $1,000 $2,099,000 $2,186,000 $(188,000) $4,098,000
Net income (unaudited) _ _ 388,000 _ 388,000
Cash dividends (unaudited) _ _ (60,000) _ (60,000)
Acquisition of 80 shares of
treasury stock at $2,800
per share (unaudited) _ _ _ (224,000) (224,000)
------ ---------- ---------- --------- ----------
Balances at December 31, 1992
(unaudited) 1,000 2,099,000 2,514,000 (412,000) 4,202,000
Net income (unaudited) _ _ 284,000 _ 284,000
Cash dividends (unaudited) _ _ (61,000) _ (61,000)
------- ---------- ---------- --------- ----------
Balances at December 31, 1993
(unaudited) 1,000 2,099,000 2,737,000 (412,000) 4,425,000
Net income _ _ 113,468 _ 113,468
Cash dividends _ _ (60,000) _ (60,000)
Sale of 10 shares of treasury
stock at $2,800 per share _ _ _ 28,000 28,000
Acquisition of 50 shares of
treasury stock at $2,800
per share _ _ _ (140,000) (140,000)
Rounding _ _ 234 (330) (96)
------ ---------- ---------- --------- ----------
Balances at December 31, 1994 1,000 2,099,000 2,790,702 (524,330) 4,366,372
Net income (unaudited) _ _ 92,949 _ 92,949
------ ---------- ---------- --------- ----------
Balances at March 31, 1995
(unaudited) $1,000 $2,099,000 $2,883,651 $(524,330) $4,459,321
====== ========== ========== ========= ==========

</TABLE>

See accompanying notes.

F-5
<PAGE> 103

Waterford Bancshares, Inc.
Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31 YEAR ENDED DECEMBER 31
1995 1994 1994 1993 1992
------------------------ -------------------------------------------
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C> <C>
OPERATING ACTIVITIES
Net income $92,949 $81,800 $113,468 $284,000 $388,000
Adjustments to reconcile net income to
net cash provided by operating
activities:
Provision for loan losses 7,500 25,652 492,277 209,000 101,000
Provision for depreciation 23,700 24,750 96,550 101,000 81,000
(Increase) decrease in interest 20,729 (74,881) (34,606) 23,000 24,000
receivable
Increase (decrease) in interest 68,394 71,113 (10,087) 6,000 (32,000)
payable
Other 13,062 26,466 (171,178) (172,000) (13,000)
---------- ---------- ---------- ---------- ----------
Net cash provided by operating activities 226,334 154,900 486,424 451,000 549,000

INVESTING ACTIVITIES
Proceeds from sales, maturity or
principal payments of held-to-maturity
investment securities 23,039 _ 793,000 _ _
Purchases of held-to-maturity investment
securities - (141,559) (400,382) (851,000) (1,105,000)
Net increase in loans (615,944) (386,306) (1,454,641) (1,512,000) (183,000)
Net purchases of premises and equipment (889) (9,784) (5,538) (37,000) (124,000)
---------- ---------- ---------- ---------- ----------
Net cash used by investing activities (593,794) (537,649) (1,067,561) (2,400,000) (1,412,000)

FINANCING ACTIVITIES
Net increase (decrease) in deposits (2,636,151) (2,302,840) (1,251,647) 1,525,000 1,948,000
Borrowings under notes payable _ 112,000 _ _ 125,000
Increase in federal funds purchased 200,000 _ _ (125,000) _
Treasury stock acquisition _ (112,330) (112,330) _ (224,000)
Cash dividends _ _ (60,000) (61,000) (60,000)
---------- ---------- ---------- ---------- ----------
Net cash provided by (used in) financing
activities (2,436,151) (2,303,170) (1,423,977) 1,339,000 1,789,000
---------- ---------- ---------- ---------- ----------

Increase (decrease) in cash and cash
equivalents (2,803,611) (2,685,919) (2,005,114) (610,000) 926,000
Cash and cash equivalents at beginning
of year 3,817,886 5,823,000 5,823,000 6,433,000 5,507,000
---------- ---------- ---------- ---------- ----------
Cash and cash equivalents at end of year
$1,014,275 $3,137,081 $3,817,886 $5,823,000 $6,433,000
========== ========== ========== ========== ==========
Supplementary information:
Interest paid $228,606 $225,296 $1,135,975 $1,265,000 $1,428,000
Income taxes paid 15,000 -0- 139,892 131,200 124,000

</TABLE>

See accompanying notes.

F-6
<PAGE> 104

Waterford Bancshares, Inc.

Notes to Consolidated Financial Statements

December 31, 1994

1. ACCOUNTING POLICIES

BUSINESS

Waterford Bancshares, Inc. (the Company or the Bank) provides a full line of
financial services to its customers through its office location in Waterford,
Wisconsin. The Bank is subject to the regulations of certain federal and State
of Wisconsin agencies and undergoes periodic examinations by those regulatory
authorities.

BASIS OF FINANCIAL STATEMENT PRESENTATION

The consolidated financial statements include the accounts of Waterford
Bancshares, Inc. (the Company), the parent company, and its subsidiary,
Waterford Bank (the Bank). All significant intercompany balances and
transactions have been eliminated. In preparing the financial statements,
management is required to make estimates and assumptions that affect the
reported amounts of assets and liabilities as of the date of the balance sheet
and revenues and expenses for the period. Actual results could differ
significantly from those estimates. Material estimates that are particularly
susceptible to significant change in the near-term relate to the determination
of the allowance for loan losses and the valuation of real estate acquired in
connection with foreclosures or in satisfaction of loans.

INVESTMENT SECURITIES

Securities are classified as held-to-maturity, trading or available-for-sale.
Management determines the appropriate classification of securities at the time
of purchase. Securities classified as trading are held for resale in
anticipation of short-term market movements and are stated at fair value.
Gains and losses, both realized and unrealized, are included in net trading
account profits and commissions. Debt securities are classified as
held-to-maturity when the Company has the positive intent and ability to hold
the securities to maturity. Held-to-maturity securities are carried at
amortized cost. Debt securities not classified as held-to-maturity or trading
and all equity securities are classified as available-for-sale and are carried
at estimated fair value, with unrealized gains and losses, net of tax, reported
as a separate component of equity. All of the Company's securities are
classified as held-to-maturity for all periods presented.

F-7
<PAGE> 105

Waterford Bancshares, Inc.

Notes to Consolidated Financial Statements (continued)

The amortized cost of debt securities classified as held-to-maturity or
available-for-sale is adjusted for amortization of premiums and accretion of
discounts to maturity, or in the case of mortgage-related securities, over the
estimated life of the security. Such amortization is calculated using the
level-yield method, adjusted for prepayments, and is included in interest
income from investments. Realized gains and losses, and declines in value
judged to be other than temporary, are included in net securities gains and
losses. The cost of securities is based on the specific identification method.

INTEREST ON LOANS

Interest income on loans is accrued and credited to operations based on the
principal amount outstanding. The accrual of interest income is generally
discontinued when a loan becomes 90 days past due as to principal or interest
and/or when, in the opinion of management, full collection is unlikely. When
interest accruals are discontinued, unpaid interest credited to income in the
current year is reversed and interest accrued in the prior year is charged to
the allowance for loan losses. Management may elect to continue the accrual of
interest when the loan is in the process of collection and the estimated net
realizable value of collateral is sufficient to cover the principal balance and
accrued interest.

LOAN FEES AND RELATED COSTS

Loan origination and commitment fees, fees related to stand-by letters of
credit and certain direct loan origination costs are required to be deferred
and the net amounts are amortized as an adjustment of the related loan's yield.
The Company is generally recognizing these amounts upon origination of the
related loans as such amounts are not significant and the result is not
materially different than the method described above.

ALLOWANCE FOR LOAN LOSSES

The allowance for loan losses is maintained at a level believed adequate by
management to absorb potential losses in the loan portfolio. Management's
determination of the adequacy of the allowance is based on an evaluation of the
portfolio, past loan loss experience, current economic conditions, volume,
growth and composition of the loan portfolio, and other relevant factors. The
allowance is increased by provisions charged to earnings and reduced by
charge-offs, net of recoveries.

F-8
<PAGE> 106

Waterford Bancshares, Inc.

Notes to Consolidated Financial Statements (continued)

The Company adopted Statement of Financial Accounting Standards No. 114,
"Accounting by Creditors for Impairment of a Loan," effective January 1, 1995.
As a result of applying the new rules, certain impaired loans are reported at
the present value of expected future cash flows using the loan's effective
interest rate, or as a practical expedient, at the loan s observable market
price or the fair value of the collateral if the loan is collateral dependent.
The adoption of the standard did not have a material impact on the Company's
financial position or results of operations.

A substantial portion of the Bank's loans are to customers located in
Southeastern Wisconsin. Accordingly, the ultimate collectibility of a
substantial portion of the Bank s loan portfolio is susceptible to changes in
market conditions in that area.

PREMISES AND EQUIPMENT

Land is carried at cost. Premises and equipment are depreciated over their
expected useful lives and are carried at cost less accumulated depreciation.

EARNINGS PER SHARE

Earnings per share are computed based on the weighted average common and common
equivalent (if dilutive) shares outstanding. The weighted average number of
shares used was 830 (unaudited) for the three months ended March 31, 1995, 862
(unaudited) for the three months ended March 31, 1994, and 838, 870 (unaudited)
and 891 (unaudited) for the years ended December 31, 1994, 1993 and 1992.

INCOME TAXES

The Company accounts for income taxes using the liability method. Deferred
income tax assets and liabilities are adjusted regularly to amounts estimated
to be receivable or payable based on current tax law and the Company's tax
status. Consequently, tax expense in future years may be impacted by changes
in tax rates and tax return limitations.

The Company and its subsidiary file a consolidated federal income tax return.
The subsidiary provides for income taxes on a separate-return basis and remits
to the Company amounts determined to be currently payable or realizes the
benefit it would be entitled to on such a basis. The Company and subsidiary
file separate state income tax returns.

F-9
<PAGE> 107

Waterford Bancshares, Inc.

Notes to Consolidated Financial Statements (continued)

CASH EQUIVALENTS

For purposes of the statement of cash flows, the Company considers cash and due
from banks and investment securities with maturities of three months or less at
the time of acquisition as cash and cash equivalents.

2. RESTRICTIONS ON CASH AND DUE FROM BANK ACCOUNTS

The Bank is required to maintain reserve balances with the Federal Reserve
Bank. The average amount of reserve balances for the year ended December 31,
1994 was approximately $917,000.

3. INVESTMENT SECURITIES

The amortized cost and estimated fair values of investments in debt securities
follow:

F-10
<PAGE> 108

Waterford Bancshares, Inc.

Notes to Consolidated Financial Statements (continued)

Gross Gross
Amortized Unrealized Unrealized Estimated
March 31, 1995: (unaudited) Cost Gains Losses Fair Value
--------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
U.S. Treasury securities and
obligations of U.S.
government agencies $7,216,265 $ _ $32,265 $ 7,184,000
Obligations of states and
political subdivisions 3,067,407 116,593 - 3,184,000
Mortgage-backed securities 900,671 - 13,671 887,000
----------- -------- ------- ------------
$11,184,343 $116,593 $45,936 $ 11,255,000
=========== ======== ======= ============

Gross Gross
Amortized Unrealized Unrealized Estimated
Cost Gains Losses Fair Value
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
December 31, 1994:
U.S. Treasury securities and $7,222,862 $ - $175,751 $7,047,111
obligations of U.S.
government agencies 3,067,977 18,052 - 3,086,029
Obligations of states and 916,543 - 58,683 857,860
political subdivisions ----------- --------- -------- -----------
Mortgage-backed securities $11,207,382 $18,052 $234,434 $10,991,000
=========== ========= ======== ===========

Gross Gross
Amortized Unrealized Unrealized Estimated
Cost Gains Losses Fair Value
----------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
December 31, 1993: (unaudited)
U.S. Treasury securities and
obligations of U.S. government
agencies $7,235,000 $387,000 $ - $7,622,000
Obligations of states and political
subdivisions 3,764,000 270,000 - 4,034,000
Mortgage-backed securities 601,000 - - 601,000
----------- -------- ----------- ----------
$11,600,000 $657,000 $ - $12,257,000
=========== ======== =========== ===========
</TABLE>

The amortized cost and estimated fair value of investment securities, by
contractual maturity, are shown below. Expected maturities may differ from
contractual maturities because borrowers or issuers may have the right to call
or prepay obligations with or without call or prepayment penalties.

F-11
<PAGE> 109

Waterford Bancshares, Inc.

Notes to Consolidated Financial Statements (continued)

<TABLE>
<CAPTION>
MARCH 31, 1995
--------------
Estimated
Amortized Cost Fair Value
---------------------------------
(Unaudited)
<S> <C> <C>
Due in one year or less $2,018,343 $ 1,289,651
Due after one year through five years 6,069,000 6,040,359
Due after five years through ten years 3,097,000 3,924,990
Due after ten years _ --
----------- -----------
$11,184,343 $11,255,000
=========== ===========
<CAPTION>
DECEMBER 31, 1994
-----------------
Estimated
Amortized Cost Fair Value
---------------------------------
<S> <C> <C>
Due in one year or less $1,291,480 $1,291,245
Due after one year through five years 6,072,095 5,928,442
Due after five years through ten years 1,111,862 1,115,755
Due after ten years 2,731,945 2,655,558
----------- -----------
$11,207,382 $10,991,000
=========== ===========

</TABLE>

There were no security sales during the three months ended March 31, 1995, or
the years ended December 31, 1994, 1993 and 1992.

4. LOANS

A summary of loans outstanding follows:

<TABLE>
<CAPTION>
MARCH 31 DECEMBER 31
1995 1994 1993
-----------------------------------------------
(Unaudited) (Unaudited)
<S> <C> <C> <C>

Commercial $ 2,571,000 $ 2,621,000 $ 2,308,000
Agricultural Production 208,000 204,000 500,000
Real estate
Commercial 4,139,000 3,427,000 3,156,000
Agricultural 287,000 592,000 230,000
Residential 14,958,000 14,859,000 14,460,000
Installment 1,874,000 1,690,000 1,455,000
Other 144,116 155,617 108,000
----------- ----------- -----------
$24,181,116 $23,548,617 $22,217,000
=========== =========== ===========
</TABLE>

F-12
<PAGE> 110

Waterford Bancshares, Inc.

Notes to Consolidated Financial Statements (continued)

5. ALLOWANCE FOR LOAN LOSSES AND OTHER REAL ESTATE OWNED

Changes in the allowance for loan losses are as follows:

<TABLE>
<CAPTION>
THREE MONTHS
ENDED MARCH 31 YEAR ENDED DECEMBER 31
1995 1994 1994 1993 1992
----------------------------------------------------------------
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C> <C>

Balance at beginning of
year $707,253 $338,000 $338,000 $242,000 $214,000
Charge-offs (2,000) (1,000) (137,000) (118,000) (101,000)
Recoveries 18,555 7,586 13,976 5,000 28,000
-------- -------- -------- -------- --------
Net charge-offs/
recoveries 16,555 6,586 (123,024) (113,000) (73,000)
Provision for loan 7,500 25,652 492,277 209,000 101,000
losses -------- -------- -------- -------- -------

Balance at end of year $731,308 $370,238 $707,253 $338,000 $242,000
======== ======== ======== ======== ========

</TABLE>

Other real estate owned ($123,000 (unaudited), $123,000 and $56,654 (unaudited)
at March 31, 1995, and December 31, 1994 and 1993, respectively) is generally
comprised of properties acquired through foreclosure proceedings or acceptance
of a deed in lieu of foreclosure. These properties are carried at the lower of
cost or fair market value. Loan losses from the acquisition of such property
are charged against the allowance for loan losses. An allowance for losses on
other real estate is maintained for subsequent valuation adjustments on a
specific property basis.

6. LOANS TO RELATED PARTIES

In the ordinary course of business, loans are granted to related parties, which
include bank officers, principal shareholders, directors and entities in which
such persons are principal shareholders. Loans outstanding at March 31, 1995,
December 31, 1994 and 1993, to such related parties were approximately $290,000
(unaudited), $278,000 and $147,000, respectively. During the three months
ended March 31, 1995, approximately $107,000 of new loans were made and
repayments totaled approximately $95,000. During 1994, approximately $289,000
of new loans were made and repayments totaled approximately $158,000. Loans to
related parties were made on substantially the same terms, including interest
rates and collateral, as those prevailing at the time for comparable
transactions with unrelated persons and do not involve more than the normal
risk of collectibility.

F-13
<PAGE> 111
Waterford Bancshares, Inc.

Notes to Consolidated Financial Statements (continued)

7. PREMISES AND EQUIPMENT

A summary of premises and equipment follows:

<TABLE>
<CAPTION>
MARCH 31 DECEMBER 31
1995 1994 1993
--------------------------------------------
(Unaudited) (Unaudited)
<S> <C> <C> <C>

Buildings $742,870 $742,870 $742,870
Furniture and equipment 699,622 698,733 740,774
---------- ---------- ----------
1,442,492 1,441,603 1,483,644
Less accumulated depreciation (1,126,315) (1,102,615) (1,053,644)
---------- ---------- ----------
$316,177 $338,988 $430,000
========== ========== ==========
</TABLE>

8. DEPOSITS

Deposits with balances of $100,000 or more consist of the following:

<TABLE>
<CAPTION>
MARCH 31 DECEMBER 31
1995 1994 1993
------------------------------------------------
(Unaudited) (Unaudited)
<S> <C> <C> <C>

Demand $147,327 $463,860 $751,413
Savings 3,802,824 1,018,033 7,816,825
Time deposits 3,027,841 7,292,821 1,102,009
---------- ---------- ----------
$6,977,992 $8,774,714 $9,670,247
========== ========== ==========
</TABLE>

F-14
<PAGE> 112
Waterford Bancshares, Inc.

Notes to Consolidated Financial Statements (continued)

9. INCOME TAXES

The primary difference between income tax expense at the statutory corporate
tax rate and the effective rate of the Company is tax-exempt municipal interest
income.

At December 31, 1994, the total deferred tax liability, which reflects the net
tax effects of temporary differences between the carrying amounts of tax assets
and liabilities for financial reporting purposes and the amounts used for tax
purposes, amounted to approximately $161,000.

10. RESTRICTIONS ON SUBSIDIARY DIVIDENDS, LOANS OR ADVANCES

Dividends are paid by the Company from its assets, which are mainly provided by
dividends from the Bank. However, certain restrictions exist regarding the
ability of the Bank to transfer funds to the Company in the form of cash
dividends, loans or advances. Approval of the regulatory authorities is
required to pay dividends in excess of certain levels of the Bank's retained
earnings.

As of March 31, 1995 and December 31, 1994, the Bank had net retained earnings
of $2,443,536 (unaudited) and $2,038,596, all of which were available for
distribution to the Company as dividends without prior regulatory approval.

Under Federal Reserve Bank regulations, the Bank is limited as to the amount it
may loan to its affiliates, including the Company, unless such loans are
collateralized by specified obligations. At March 31, 1995 and December 31,
1994, the maximum amount available for transfer from the Bank to the Company in
the form of loans approximated 8% (unaudited) and 8% of consolidated net worth.

11. FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK

Loan commitments are made to accommodate the financial needs of the Company's
customers. Standby letters of credit commit the Company to make payments on
behalf of customers when certain specified future events occur. Both
arrangements have credit risk essentially the same as that involved in
extending loans to customers and are subject to the Company's normal credit
policies. Collateral is obtained based on management's credit assessment of
the customer.

F-15
<PAGE> 113

Waterford Bancshares, Inc.

Notes to Consolidated Financial Statements (continued)

The Company s maximum exposure to credit loss for loan commitments (unfunded
loans and unused lines of credit) and standby letters of credit outstanding are
as follows:

<TABLE>
<CAPTION>
MARCH 31 DECEMBER 31
1995 1994 1993
----------------------------------------------
(Unaudited) (Unaudited)
<S> <C> <C> <C>

Loan commitments $1,373,000 $856,000 $1,004,000
Standby letters of credit 5,000 5,000 20,000
</TABLE>

As of March 31, 1995, all such commitments expire within one year.

F-16
<PAGE> 114

Waterford Bancshares, Inc.

Notes to Consolidated Financial Statements (continued)

12. WATERFORD BANCSHARES, INC. (PARENT COMPANY ONLY) FINANCIAL INFORMATION

BALANCE SHEETS

<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31
1995 1994 1993
-------------------------------------------------
(Unaudited) (Unaudited)
<S> <C> <C> <C>
ASSETS
Cash and due from banks $ 22,776 $ 22,776 $ 38,000
Investment in Waterford Bank 4,427,076 4,334,127 4,371,000
Recoverable income taxes 3,638 3,638 4,000
Other assets 5,831 5,831 12,000
---------- ----------- ----------
Total assets $4,459,321 $ 4,366,372 $4,425,000
========== =========== ==========

STOCKHOLDERS EQUITY
Common stock $ 1,000 $ 1,000 $ 1,000
Additional paid-in capital 2,099,000 2,099,000 2,099,000
Retained earnings (Parent Company) 631,575 631,575 541,000
Equity in undistributed earnings of subsidiary 2,252,076 2,159,127 2,196,000
Less treasury stock (524,330) (524,330) (412,000)
---------- ----------- ----------
Total stockholders equity $4,459,321 $ 4,366,372 $4,425,000
========== =========== ==========

</TABLE>

STATEMENTS OF INCOME

<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31 YEAR ENDED DECEMBER 31
1995 1994 1994 1993 1992
------------------- --------------------------------
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C> <C>
Income:
Dividends $ - $ - $157,000 $140,000 $138,000
Interest - - 1,323 _ 2,000
------- ------- -------- -------- --------
- - 158,323 140,000 140,000
Expenses:
Interest - - 6,168 6,000 5,000
Other - - 5,831 6,000 6,000
------- ------- -------- -------- --------
- - 11,999 12,000 11,000
------- ------- -------- -------- --------
Income before income tax credit and
equity in undistributed net income
of subsidiary bank - - 146,324 128,000 129,000

Income tax credit - - 3,613 4,000 3,000
Excess (deficiency) of net income of
subsidiary bank over dividends 92,949 81,800 (36,469) 152,000 256,000
------- ------- -------- -------- --------
Net income $92,949 $81,800 $113,468 $284,000 $388,000
======= ======= ======== ======== ========

</TABLE>

F-17
<PAGE> 115

Waterford Bancshares, Inc.

Notes to Consolidated Financial Statements (continued)

12. WATERFORD BANCSHARES, INC. (PARENT COMPANY ONLY) FINANCIAL INFORMATION
(CONTINUED)

STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31 YEAR ENDED DECEMBER 31
1995 1994 1994 1993 1992
-------------------------------------------------------------
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C> <C>
OPERATING ACTIVITIES
Net income $92,949 $81,800 $113,468 $284,000 $388,000
Adjustments to reconcile net income to
net cash provided by operating
activities:
Equity in undistributed (income) loss (92,949) (81,800) 36,469 (152,000) (256,000)
Deferred income taxes - - 362 (1,000) _
Other - - 6,807 5,000 6,000
------- ------- ------- ------- -------
Net cash provided by operating - - 157,106 136,000 138,000
activities

FINANCING ACTIVITIES
Borrowings under notes payable - - _ _ 125,000
Repayment of notes payable - - _ (125,000) _
Cash dividends - - (60,000) (61,000) (60,000)
Treasury stock acquisition - - (112,330) - (224,000)
------- ------- ------- ------- -------
Net cash used in financing activities - - (172,330) (186,000) (159,000)
------- ------- ------- ------- -------
Decrease in cash and cash equivalents - - (15,224) (50,000) (21,000)
Cash and cash equivalents at beginning
of year 22,776 38,000 38,000 88,000 109,000
------- ------- ------- ------- -------
Cash and cash equivalents at end of year $22,776 $38,000 $22,776 $38,000 $88,000
======= ======= ======= ======= =======

</TABLE>

13. SUBSEQUENT EVENT

On April 12, 1995, the Company entered into an Agreement and Plan of Merger
(the Agreement) with State Financial Services Corporation (SFSC). Pursuant to
the Agreement, SFSC will acquire 50% of the outstanding common stock of the
Company in exchange for a combination of cash and promissory notes, with the
remaining 50% exchanged for the SFSC's common stock. The value of SFSC's
common stock will be determined by an average of the "bid" and "ask" quotations
set forth by the market makers in SFSC's common stock on each of the 20 trading
days preceding the closing of the acquisition, excluding one trading day when
SFSC's common stock is quoted at its highest average of the "bid" and "ask"
quotations and one trading day when SFSC's common stock is quoted at its lowest
average of the "bid" and "ask" quotations. In the event that the calculated
fair market value of SFSC's common stock exceeds 110% of SFSC's net book value,
the fair market value will be assumed to be equal to 110% of such net book
value. In the event the fair market value is less than 105% of SFSC's net book
value, the fair market value will be assumed to be equal to 105% of net book
value. SFSC will pay $8,005.00 for each of the 830 shares of the Company's
common stock outstanding.

F-18
<PAGE> 116

Waterford Bancshares, Inc.

Notes to Consolidated Financial Statements (continued)

common stock is quoted at its lowest average of the "bid" and "ask" quotations.
In the event that the calculated fair market value of SFSC's common stock
exceeds 110% of SFSC's net book value, the fair market value will be assumed to
be equal to 110% of such net book value. In the event the fair market value is
less than 105% of SFSC's net book value, the fair market value will be assumed
to be equal to 105% of net book value. SFSC will pay $8,005.00 for each of the
830 shares of the Company's common stock outstanding.

F-19

<PAGE> 117

FINANCIAL STATEMENTS OF SFSC

The audited consolidated financial statements of SFSC are incorporated
by reference in this Proxy Statement and Prospectus from the SFSC 1994 Annual
Report, a copy of which is delivered herewith. See "Incorporation of Certain
Information by Reference."

F-20
<PAGE> 118

EXHIBIT A

AGREEMENT AND PLAN OF MERGER

By and Among

STATE FINANCIAL SERVICES CORPORATION

WBAC, INC.

and

WATERFORD BANCSHARES, INC.

April 12, 1995
<PAGE> 119

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----

ARTICLE I

THE MERGER
<S> <C> <C>
1.01 The Merger 1
1.02 Effective Time 1
1.03 Effect of the Merger 2
1.04 Articles of Incorporation; By-Laws 2
1.05 Directors and Officers 2
1.06 Taking Necessary Action; Further Action 2
1.07 The Closing 2

ARTICLE II

CONVERSION OF SECURITIES

2.01 Conversion of Securities 3
2.02 Dissenting Shares 5
2.03 Exchange of Certificates 6
2.04 Stock Options 7

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

3.01 Organization and Qualification; Subsidiaries 8
3.02 Articles of Incorporation; By-Laws 10
3.03 Capitalization 10
3.04 Authority; Vote Required 11
3.05 No Conflict; Required Filings and Consents 11
3.06 Permits; Compliance 12
3.07 Reports; Financial Statements 13
3.08 Absence of Certain Changes or Events 14
3.09 Absence of Litigation 15
3.10 Contracts; No Default 15
3.11 Employee Benefit Plans; Labor Matters 16
</TABLE>

i
<PAGE> 120

<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
3.12 Taxes 17
3.13 Intellectual Property Rights 18
3.14 Certain Business Practices and Regulations 18
3.15 Insurance 18
3.16 Brokers 18
3.17 Title to Properties 18
3.18 Environmental Laws 20
3.19 Loans in Default 21
3.20 Bank Filings and Reports 21

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF ACQUIROR
AND ACQUIROR SUB

4.01 Organization and Qualification; Subsidiaries 22
4.02 Authority 22
4.03 Capitalization 23
4.04 No Conflict; Required Filings and Consents 23
4.05 Ownership of Acquiror Sub; No Prior Activities 24
4.06 Financing 24
4.07 Financial Statements 24
4.08 Reports 25
4.09 Interim Events 25
4.10 Allowance for Loan Losses 25
4.11 Absence of Litigation 25
4.12 Securities Law Filings 26

ARTICLE V

COVENANTS

5.01 Affirmative Covenants of the Company 26
5.02 Negative Covenants of the Company 27
5.03 Affirmative Covenants of Acquiror 29
5.04 Negative Covenants of Acquiror 29
5.05 Confidentiality Agreement 30
5.06 Acquisition Proposals 30
</TABLE>

ii
<PAGE> 121

<TABLE>
<CAPTION>
Page
----

ARTICLE VI

ADDITIONAL AGREEMENTS
<S> <C> <C>
6.01 Proxy Statement 31
6.02 Meeting of Shareholders 32
6.03 Company Information 32
6.04 Acquiror Information 33
6.05 Registration Statement 33
6.06 Appropriate Action; Consents; Filings 33
6.07 Update Disclosure; Breaches 35
6.08 Public Announcements 35
6.09 Obligations of Acquiror Sub 36
6.10 Measures to Enhance Liquidity of Acquiror Stock 36
6.11 Indemnification 36

ARTICLE VII

CLOSING CONDITIONS

7.01 Conditions to Obligations of Each Party
Under This Agreement 36
7.02 Additional Conditions to Obligations
of Acquiror and Acquiror Sub 39
7.03 Additional Conditions to Obligations of the Company 42

ARTICLE VIII

TERMINATION, AMENDMENT AND WAIVER

8.01 Termination 44
8.02 Effect of Termination 45
8.03 Expenses 45
</TABLE>

iii
<PAGE> 122

<TABLE>
<CAPTION>
Page
----

ARTICLE IX

GENERAL PROVISIONS
<S> <C> <C>
9.01 Non-Survival of Representations and Warranties 47
9.02 Notices 47
9.03 Amendment 48
9.04 Waiver 48
9.05 Headings 49
9.06 Severability 49
9.07 Entire Agreement 49
9.08 Assignment 49
9.09 Parties in Interest 49
9.10 Governing Law 49
9.11 Counterparts 49
9.12 Branching 50
</TABLE>

iv
<PAGE> 123

THIS AGREEMENT AND PLAN OF MERGER dated as of April 12, 1995 (the
"Agreement"), is made and entered into among State Financial Services
Corporation, a Wisconsin corporation ("Acquiror"), WBAC, Inc., a Wisconsin
corporation and a wholly-owned subsidiary of Acquiror ("Acquiror Sub"), and
Waterford Bancshares, Inc., a Wisconsin corporation (the "Company").

RECITAL

The respective Boards of Directors of Acquiror, Acquiror Sub and the
Company have determined that it is advisable and in the best interests of the
respective corporations and their shareholders that Company be merged with and
into Acquiror Sub in accordance with the Wisconsin Business Corporation Law (the
"Wisconsin Law") and the terms of this Agreement, pursuant to which the Acquiror
Sub will be the surviving corporation and will remain a wholly-owned subsidiary
of Acquiror (the "Merger").

AGREEMENTS

In consideration of the representations, warranties, covenants and
agreements set forth in this Agreement, the parties agree:

ARTICLE I

THE MERGER

1.01 The Merger. Upon the terms and subject to the conditions set
forth in this Agreement, and in accordance with the Wisconsin Law, at the
Effective Time, Company shall be merged with and into Acquiror Sub. As a result
of the Merger, the separate corporate existence of Company shall cease and the
Acquiror Sub shall continue as the surviving corporation of the Merger (the
"Surviving Corporation"). Acquiror Sub and the Company are sometimes
collectively referred to in this Agreement as the "Constituent Corporations."

1.02 Effective Time. As promptly as practicable after the
satisfaction or, if permissible, waiver of the conditions set forth in Article
VII, the parties shall cause the Merger to be consummated by filing articles of
merger (the "Articles of Merger") with the Secretary of State of the State of
Wisconsin in such form as required by, and executed in accordance with, the
relevant provisions of the Wisconsin Law and shall take all such further actions
as may be required by law to make the Merger effective upon the issuance of a
certificate of merger by the Secretary of State of the State of Wisconsin (the
date and time of such issuance being the "Effective Time").

1
<PAGE> 124

1.03 Effect of the Merger. At the Effective Time, the effect of the
Merger shall be as provided in the applicable provisions of the Wisconsin Law.
Without limiting the generality of, and subject to the provisions of, the
Wisconsin Law, at the Effective Time, except as otherwise provided in this
Agreement, all the property, interests, assets, rights, privileges, immunities,
powers and franchises of Acquiror Sub and the Company shall vest in the
Surviving Corporation, and all debts, liabilities, duties and obligations of
Acquiror Sub and the Company shall become the debts, liabilities, duties and
obligations of the Surviving Corporation.

1.04 Articles of Incorporation; By-Laws. At the Effective Time, the
Articles of Incorporation, as amended by the amendments thereto set forth in
Exhibit 1.04 (which amendments shall become effective only at the Effective
Time), and the By-Laws of Acquiror Sub shall be the Articles of Incorporation
and the By-Laws of the Surviving Corporation. The name of the Surviving
Corporation shall be WBAC, Inc.

1.05 Directors and Officers. The directors of Acquiror Sub
immediately prior to the Effective Time shall be the initial directors of the
Surviving Corporation, each to hold office in accordance with the Articles of
Incorporation and By-Laws of the Surviving Corporation, and the officers of
Acquiror Sub immediately prior to the Effective Time shall be the initial
officers of the Surviving Corporation, in each case until their respective
successors are duly elected or appointed and qualified.

1.06 Taking Necessary Action; Further Action. Acquiror, Acquiror
Sub and the Company, respectively, shall each use its reasonable efforts to take
all such action as may be necessary or appropriate to effectuate the Merger
under the Wisconsin Law at the time specified in section 1.02. If, at any time
after the Effective Time, any further action is necessary or desirable to carry
out the purposes of this Agreement and to vest the Surviving Corporation with
full right, title and possession to all properties, interests, assets, rights,
privileges, immunities, powers and franchises of either of the Constituent
Corporations, the officers of the Surviving Corporation are fully authorized in
the name of each Constituent Corporation or otherwise to take, and shall take,
all such lawful and necessary action.

1.07 The Closing. The closing of the transactions contemplated by
this Agreement (the "Closing") will take place at the offices of Reinhart,
Boerner, Van Deuren, Norris & Rieselbach, s.c., 1000 North Water Street,
Milwaukee, Wisconsin 53202, or at such other place as the parties hereto shall
mutually agree, and will be effective at the Effective Time.

2
<PAGE> 125

ARTICLE II

CONVERSION OF SECURITIES

2.01 Conversion of Securities. At the Effective Time by virtue of
the Merger and without any further action on the part of Acquiror, Acquiror
Sub, the Company, the Surviving Corporation or the holders of any of the
following securities:

(a) Each share of the common stock $1.00 par
value, of the Company ("Company Common Stock") issued and outstanding
immediately prior to the Effective Time (other than (i) shares of Company
Common Stock owned by Acquiror, Acquiror Sub or the Company or any direct or
indirect subsidiary of Acquiror, Acquiror Sub or the Company and (ii) any
Dissenting Shares (as defined in section 2.02)) shall be canceled and
extinguished and be converted into and become a right to receive $8,005.00 per
share, without interest (the "Merger Consideration"), to be paid in the manner
provided in section 2.01(d) below.

(b) Each share of Company Common Stock issued and
outstanding immediately prior to the Effective Time and owned by Acquiror,
Acquiror Sub or the Company or any direct or indirect subsidiary of Acquiror,
Acquiror Sub or the Company shall be canceled and extinguished and no payment
shall be made with respect thereto.

(c) Each share of common stock, $.01 par value,
of Acquiror Sub issued and outstanding immediately prior to the Effective Time
shall be converted into one fully paid and nonassessable share of common stock,
$.01 par value, of the Surviving Corporation ("Surviving Corporation Common
Stock").

(d) The Merger Consideration shall be paid with a
combination of cash, promissory notes in the form of Exhibit 2.01(d) (the
"Notes") and shares of $.10 par value common stock of Acquiror ("Acquiror
Common Stock"). Each Shareholder of the Company will be entitled to elect the
form of consideration to be received for his or her shares of Company Common
Stock; provided, however, that the aggregate amount of cash and Notes to be
paid to the Shareholders of the Company will equal 50% of the aggregate Merger
Consideration, and the remaining 50% of the aggregate Merger Consideration will
be paid with shares of Acquiror Common Stock having a "Fair Market Value" (as
defined below) equal to the remaining 50% of the Merger Consideration. The
"Fair Market Value" of a share of Acquiror Common Stock will be equal to the

3
<PAGE> 126

daily average of the "bid" and "ask" quotations as set forth by the market
makers in the Acquiror's Common Stock on each of the 20 trading days preceding
the Closing Date of the Merger. On each of the 20 trading days prior to the
Closing Date, all "bid" and "ask" quotations quoted by the firms then making a
market in the Acquiror's Common Stock will be averaged to calculate the market
quotation for that day (the "Average Quote"). The resulting 20 Average Quotes
shall be used to calculate an arithmetic, unweighted average excluding the one
trading day during such period on which the highest Average Quote was reported
and the one trading day during such period on which the lowest Average Quote
was reported. The remaining Average Quotes will be summed and the result
divided by 18 to determine the Fair Market Value of the Acquiror Common Stock
to be used for purposes of the payment of the Merger Consideration. In the
event the Fair Market Value is greater than 110% of the net book value of
Acquiror, the Fair Market Value will be assumed to be equal to 110% of such net
book value. In the event the Fair Market Value is less than 105% of the net
book value of Acquiror, the Fair Market Value will be assumed to be equal to
105% of net book value. Net book value shall be calculated as of the most
recently completed month end, in accordance with generally accepted accounting
principles consistently applied.

(e) Upon approval of the Merger by the
shareholders of the Constituent Corporations, the Acquiror will deliver a form
of election to the shareholders of the Company permitting them to elect the
form of consideration to be received in payment of the Merger Consideration.
In the event that there is an over subscription of Acquiror Common Stock or
cash and Notes (including cash to be received for Dissenting Shares, as defined
below), Acquiror and the Company will allocate such consideration in proportion
to the elections of the shareholders of the Company based upon the number of
shares of Company Common Stock owned by such shareholders, such that 50% of the
aggregate Merger Consideration will be paid in cash and Notes and the remaining
50% of the Merger Consideration will be paid in shares of Acquiror Common
Stock.

(f) No fractional shares of Acquiror Common Stock
and no certificates or scrip certificates therefor shall be issued to represent
any such fractional interest, and any holder thereof shall be paid an amount of
cash equal to the product obtained by multiplying the fractional share interest
to which such holder is entitled by the Fair Market Value of Acquiror Common
Stock.

4
<PAGE> 127

2.02 Dissenting Shares.

(a) Notwithstanding anything in this Agreement to
the contrary, if sections 180.1301 through 180.1331 of the Wisconsin Law
("Subchapter XIII") shall be applicable to the Merger, shares of Company Common
Stock that are issued and outstanding immediately prior to the Effective Time
and which are held by shareholders who have not voted such shares in favor of
the Merger, who shall have delivered, prior to any vote on the merger, a
written objection to the Merger in the manner provided in Subchapter XIII and
who as of the Effective Time, shall not have effectively withdrawn or lost such
right to dissenters' rights ("Dissenting Shares") shall not be converted into
or represent a right to receive the Merger Consideration pursuant to section
2.01, but the holders thereof shall be entitled only to such rights as are
granted by Subchapter XIII. Each holder of Dissenting Shares who becomes
entitled to payment for such shares pursuant to Subchapter XIII shall receive
payment therefor from the Surviving Corporation in accordance with the
Subchapter XIII; provided, however, that if any such holder of Dissenting
Shares shall have effectively withdrawn such holder's demand for payment under
Chapter XIII of such shares or lost such holder's right to payment of such
shares under Subchapter XIII, such holder or holders (as the case may be) shall
forfeit the right to payment under Chapter XIII of such shares and each such
share shall thereupon be deemed, as of the Effective Time, to have been
canceled, extinguished and converted into and represent the right to receive
payment from the Surviving Corporation of the Merger Consideration as provided
in section 2.01.

(b) The Company shall give Acquiror (i) prompt
notice of any written demand for fair value, any withdrawal of a demand for
fair value and any other instrument served pursuant to Subchapter XIII received
by the Company, and (ii) the opportunity to direct all negotiations and
proceedings with respect to demands for fair value under such Subchapter XIII
and Acquiror shall indemnify the Company and its directors, officers,
employees, agents and advisors from and against any and all claims, liability,
loss, damages, costs or expenses, including without limitation, attorneys fees,
arising from any act or omission to act by Acquiror in connection with such
negotiations and proceedings which is in violation of Subchapter XIII or the
terms of this Agreement. The Company shall not, except with the prior written
consent of Acquiror, voluntarily make any payment with respect to any demand
for fair value or offer to settle or settle any such demand.

5
<PAGE> 128

2.03 Exchange of Certificates.

(a) Prior to the Effective Time, Acquiror shall
designate a bank or trust company, which may be an affiliate of Acquiror (the
"Exchange Agent"), to act as exchange agent in effecting the exchange of the
Merger Consideration for certificates representing shares of Company Common
Stock entitled to payment pursuant to section 2.01 (the "Certificates").
Immediately prior to the Effective Time, Acquiror shall deposit with the
Exchange Agent an amount equal to the aggregate Merger Consideration (assuming
there are no Dissenting Shares). The Exchange Agent shall hold such sums in
escrow for the purposes set forth in section 2.01(b).

(b) Promptly after the Effective Time, the
Exchange Agent shall mail to each record holder of Certificates a letter of
transmittal and instructions for use in surrendering Certificates and receiving
the applicable Merger Consideration therefor. The form of the transmittal
letter shall have been prepared by Acquiror, subject to the approval of the
Company, prior to the Effective Time. Upon the surrender of each Certificate,
together with such letter of transmittal duly executed and completed in
accordance with the instructions thereto, the holder of such Certificate shall
be entitled to receive in exchange therefor an amount equal to the applicable
amount and form of Merger Consideration multiplied by the number of shares of
Company Common Stock represented by such Certificate, and such Certificate
shall be canceled. Until so surrendered and exchanged, each such Certificate
shall represent solely the right to receive an amount equal to the Merger
Consideration multiplied by the number of shares of Company Common Stock
represented by such Certificate. No interest shall be paid or accrued on the
Merger Consideration upon the surrender of the Certificates. If any Merger
Consideration is to be paid to a person other than the person in whose name the
Certificate surrendered in exchange therefor is registered, it shall be a
condition to such exchange that the person requesting such exchange shall pay
to the Exchange Agent any transfer or other similar taxes required by reason of
the payment of such Merger Consideration to a person other than the registered
holder of the Certificate surrendered, or such person shall establish to the
satisfaction of the Exchange Agent that such tax has been paid or is not
applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any
party hereto shall be liable to a holder of shares of Company Common Stock for
any Merger Consideration delivered to a public official pursuant to applicable
abandoned property, escheat and similar laws.

(c) Promptly following the date which is 180 days
after the Effective Time, the Exchange Agent's duties shall terminate and any
portion of the sum not disbursed pursuant to section 2.01(b) shall be released
to the Surviving

6
<PAGE> 129

Corporation. Thereafter, each holder of a Certificate may surrender
Certificates to the Surviving Corporation and (subject to applicable abandoned
property, escheat and similar laws) receive in exchange therefor an amount
equal to the Merger Consideration multiplied by the number of shares of Company
Common Stock represented by such Certificate, without any interest thereon, but
shall have no greater rights against the Surviving Corporation than may be
accorded to general creditors of the Surviving Corporation.

(d) After the Effective Time there shall be no
transfers on the stock transfer books of the Surviving Corporation of any
shares of Company Common Stock. If, after the Effective Time, Certificates are
presented to the Surviving Corporation or the Exchange Agent, they shall be
canceled and exchanged for the Merger Consideration, as provided in this
Article II, subject to applicable law in the case of Dissenting Shares.

2.04 Stock Options. At the Effective Time, each outstanding option
or right to purchase shares of Company Common Stock, if any, (a "Company Stock
Option") shall be canceled and extinguished.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The term "Company Material Adverse Effect" as used in this Agreement
shall mean any change or effect that, individually or when taken together with
all other such changes or effects, is materially adverse to the condition
(financial or otherwise), results of operations, businesses, properties, assets,
prospects or liabilities of the Company and its Subsidiaries (as defined below),
taken as a whole.

The term "Affiliate" as used in this Agreement shall mean, with respect
to any Person, a Person that directly or indirectly, through one or more
intermediaries, controls, is controlled by, or is under common control with the
first mentioned Person. The term "control" (including the terms "controlled by"
and "under common control with") means the possession, directly or indirectly or
as trustee or executor, of the power to direct or cause the direction of the
management or policies of a Person whether through the ownership of stock or as
trustee or executor, by contract or credit arrangement or otherwise.

The term "Person" as used in this Agreement shall mean an individual,
corporation, partnership, association, trust, unincorporated organization, other
entity or group (as defined in section 13(d) of the Securities

7
<PAGE> 130

Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder (the "Exchange Act")).

The term "Subsidiary" (or its plural) as used in this Agreement with
respect to the Company, Acquiror, the Surviving Corporation or any other person
shall mean any corporation, partnership, joint venture or other legal entity of
which the Company, Acquiror, the Surviving Corporation or such other Person, as
the case may be (either alone or through or together with any other Subsidiary),
owns, directly or indirectly, greater than 50% of the stock or other equity
interests the holders of which are generally entitled to vote for the election
of the board of directors or other governing body of such corporation or other
legal entity.

With respect to any representation, warranty or statement of the Company
in this Agreement that is qualified by or "to the Company's knowledge," such
knowledge shall be deemed to exist if, at the time as of which such
representation, warranty or statement was made, any of the individuals listed on
Schedule 3.00(b) had actual knowledge of the matter to which such qualification
applies or such persons should have known of the matter to which such
qualification applies after reasonable investigation.

Except as set forth in the disclosure schedules delivered by the Company
to Acquiror and Acquiror Sub prior to the execution of this Agreement, the
Company makes the following representations and warranties to Acquiror and
Acquiror Sub. Each of such representations and warranties shall be deemed to be
independently material and relied upon by Acquiror and Acquiror Sub, regardless
of any investigation made by, or information known to, Acquiror and Acquiror
Sub.

3.01 Organization and Qualification; Subsidiaries.

(a) Except as set forth on Schedule 3.01(a), the
Company is a corporation duly incorporated, validly existing and in good
standing under the laws of the jurisdiction of its incorporation, has all
requisite corporate power and authority to own, lease and operate its
properties and to carry on its business as it is now being conducted and is
duly qualified and in good standing to do business in each jurisdiction in
which the nature of the business conducted by it or the ownership or leasing of
its properties makes such qualification necessary.

(b) A true and complete list of all the Company's
directly or indirectly owned Subsidiaries together with the jurisdiction of
incorporation or organization of each Subsidiary and the percentage of each
Subsidiary's outstanding capital stock or other equity interest owned by the
Company or

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another Subsidiary of the Company, is set forth on Schedule 3.01(b). The
Company is registered as a bank holding company under the Bank Holding Company
Act of 1956, as amended, (the "BHC Act"). All of the shares of the outstanding
capital stock of Waterford Bank (the "Bank") are owned directly by the Company.
Except as set forth on Schedule 3.01(b), no equity security of any Subsidiary
including the Bank, is or may be required to be issued by reason of any option,
warrant, scrip, right to subscribe to, call or commitment of any character
whatsoever relating to, or security or right convertible into, shares of any
capital stock of such Subsidiary, and there are no contracts, commitments,
understandings or arrangements by which any Company Subsidiary is bound to
issue additional shares of its capital stock, or any option, warrant or right
to purchase or acquire any additional shares of its capital stock. All of such
shares so owned by the Company are fully paid and nonassessable and are owned
by it free and clear of any lien, claim, charge, option, encumbrance or
agreement with respect thereto.

(c) Each Company Subsidiary is a corporation duly
organized, validly existing, duly qualified to do business and in good standing
under the laws of its jurisdiction of incorporation, and has corporate power
and authority to own or lease its properties and assets and to carry on its
business as it is now being conducted. The Bank is a bank duly organized,
validly existing and in good standing as a banking corporation under the laws
of the state of Wisconsin. Except as set forth on Schedule 3.01(c), the
Company does not own beneficially, directly or indirectly, more than 5% of any
class of equity securities or similar interests of any corporation, bank,
business trust, association or similar organization.

(d) The Bank is:

(i) duly authorized to conduct the
general business of banking, subject to the supervision of the Wisconsin
Commissioner of Banking (the "Commissioner") as provided in the banking laws of
Wisconsin,

(ii) an insured bank in good status as
defined in the Federal Deposit Insurance Act of 1950, as amended, (the "FDI
Act"),

(iii) a state bank and not a member of the
Federal Reserve System, and

(iv) a banking corporation with corporate
power and authority to carry on its business where and as now conducted.

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3.02 Articles of Incorporation; By-Laws. The Company has furnished
to Acquiror complete and correct copies of the Articles of Incorporation and the
By-Laws, as amended or restated, of the Company and each of its Subsidiaries.
Neither the Company nor any Subsidiary is in violation of any of the provisions
of its Articles of Incorporation or By-Laws, as amended or restated.

3.03 Capitalization.

(a) As of the date of this Agreement, the
authorized capital stock of the Company consists of 200,000 shares of Company
Common Stock and 0 shares of Preferred Stock, of which 830 shares of Company
Common Stock were issued and outstanding.

(b) Information as of the date of this Agreement
relating to the amounts of the authorized and issued and outstanding capital
stock of each Subsidiary, including the Bank, is listed on Schedule 3.03(b).

(c) Except as described in this section 3.03, no
shares of Company Common Stock are reserved for any other purpose. Since
December 31, 1993, no shares of Company Common Stock have been issued by the
Company. All outstanding shares of Company Common Stock have been duly
authorized and are validly issued, fully paid and nonassessable (except as
provided in section 180.0622(2)(b) of the Wisconsin Law, as interpreted) and
are not subject to preemptive rights under the Wisconsin Law, the Company's
Articles of Incorporation or By-Laws or any agreement to which the Company is a
party. Each of the outstanding shares of capital stock of, or other equity
interests in, each of the Company's Subsidiaries has been duly authorized and
is validly issued, fully paid and nonassessable (except as provided in section
180.0622(2)(b) of the Wisconsin Law, as interpreted), and such shares or other
equity interests are owned by the Company free and clear of all security
interests, liens, claims, pledges, agreements, limitations on the Company's
voting rights, charges or other encumbrances of any nature whatsoever, subject
to federal and state securities laws. There are no options, warrants or other
rights, agreements, arrangements or commitments to which the Company or any of
its Subsidiaries is a party of any character relating to the issued or unissued
capital stock of, or other equity interests in, the Company or any of the
Subsidiaries or obligating the Company or any of the Subsidiaries to grant,
issue, sell or register for sale any shares of the capital stock of, or other
equity interests in, the Company or any of the Subsidiaries. Except as set
forth on Schedule 3.03(c), as of the date of this Agreement, there are no
obligations, contingent or otherwise, of the Company or any of its Subsidiaries
to (x) repurchase, redeem or otherwise acquire any shares of Company Common
Stock, or the capital stock of, or other equity interests in,

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<PAGE> 133

any Subsidiary of the Company, or (y) provide funds to, or make any investment
in ( the form of a loan, capital contribution or otherwise), or provide any
guarantee with respect to the obligations of, any Subsidiary of the Company.

3.04 Authority; Vote Required.

(a) The Company has the requisite corporate power
and authority to execute and deliver this Agreement, to perform its obligations
under this Agreement and to consummate the transactions contemplated by this
Agreement, subject to required shareholder approval. The execution and
delivery of this Agreement by the Company and the consummation by the Company
of the transactions contemplated by this Agreement have been duly authorized by
all necessary corporate action, including such corporate action as may be
required by section 180.1140 et seq. of the Wisconsin Law, and no other
corporate proceedings on the part of the Company are necessary to authorize
this Agreement or to consummate the transactions contemplated by this Agreement
(other than with respect to the approval of this Agreement by the holders of
Company Common Stock in accordance with the Wisconsin Law and the Company's
Articles of Incorporation and By-Laws). This Agreement has been duly executed
and delivered by the Company and constitutes the valid and binding obligation
of the Company, enforceable against the Company in accordance with its terms,
except to the extent that enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, receivership, moratorium and other
similar laws relating to or affecting the rights and remedies of creditors
generally and by general principles of equity including, without limitation,
concepts of materiality, reasonableness, good faith and fair dealing and the
possible unavailability of specific performance, injunctive relief or other
equitable remedies, regardless of whether enforceability is considered in a
proceeding in equity or at law.

(b) The affirmative vote of the holders of at
least a majority of the outstanding shares of Company Common Stock is the only
vote of the holders of any class or series of capital stock of the Company
necessary to approve the Merger.

3.05 No Conflict; Required Filings and Consents.

(a) The execution and delivery of this Agreement
by the Company do not, and the performance of this Agreement by the Company
will not: (i) violate the Articles of Incorporation or By-Laws of the Company
or any of its Subsidiaries; (ii) subject to (x) obtaining the requisite
approval of this Agreement by the holders of at least a majority of the
outstanding shares of Company Common Stock in accordance with the Wisconsin Law
and the

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<PAGE> 134

Company's Articles of Incorporation and By-Laws, (y) obtaining the consents,
approvals, authorizations and permits of, and making filings with or
notifications to, any governmental or regulatory authority, domestic or foreign
("Governmental Entities"), pursuant to the applicable requirements, of
Wisconsin law and the rules and regulations relating to the BHC Act, and (z)
giving the notices and obtaining the consents, approvals, authorizations or
permits described on Schedule 3.05(a), violate any laws applicable to the
Company or any of its Subsidiaries or by which any of their respective
properties is bound; or (iii), except as set forth on Schedule 3.05(a) result
in any breach of or constitute a default (or an event that with notice or lapse
of time or both would become a default) under, or give to others any rights of
termination, amendment, acceleration or cancellation of, or result in the
creation of a lien or encumbrance on any of the properties or assets of the
Company or any of its Subsidiaries pursuant to, any note, bond, mortgage,
indenture, contract, agreement, lease, license, permit, franchise or other
instrument or obligation to which the Company or any of its Subsidiaries is a
party or by which the Company or any of its Subsidiaries or any of their
respective properties is bound.

(b) The execution and delivery of this Agreement
by the Company do not, and the performance of this Agreement by the Company
shall not, require any consent, approval, authorization or permit of, or filing
with or notification to, any Governmental Entities, except for applicable
requirements, if any, of (i) the BHC Act, (ii) the consents, approvals,
authorizations or permits described on Schedule 3.05(a) and (iii) the filing
and recordation of appropriate merger documents as required by the Wisconsin
Law.

3.06 Permits; Compliance. Except as set forth on Schedule 3.06,
each of the Company and its Subsidiaries is in possession of all franchises,
authorizations, licenses, permits, easements, variances, exemptions, consents,
certificates, approvals and orders necessary for the Company or any of its
Subsidiaries to own, lease and operate its properties or to carry on its
business as it is now being conducted (the "Company Permits"). To the knowledge
of the Company, no suspension, revocation or cancellation of any of the Company
Permits is pending or threatened. Except as set forth on Schedule 3.06, neither
the Company nor any of its Subsidiaries is operating in default under or
violation of (i) any law, rule, code, statute, ordinance or regulation
applicable to the Company or any of its Subsidiaries or by which any of their
respective properties is bound or (ii) any of the Company Permits.

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3.07 Reports; Financial Statements.

(a) Since December 31, 1993, (x) the Company and
each Subsidiary has filed all forms, reports, statements and other documents
required to be filed with any applicable state or federal banking authorities;
and (y) the Company and each of its Subsidiaries have filed all forms, reports,
statements and other documents required to be filed with any other applicable
federal or state regulatory authorities (all such forms, reports, statements
and other documents in clauses (x) and (y) of this section 3.07(a) being
collectively referred to as the "Company Reports"). Such Company Reports do
not contain any untrue statement of a material fact or omit any material fact
required to be stated therein or necessary to make the statements therein not
misleading.

(b) Each of the consolidated financial statements
(including, in each case, any related notes to such statements) of the Company
and the Bank previously delivered to Acquiror or contained in the Company
Reports (i) have been prepared in all material respects in accordance with all
applicable regulatory requirements applied on a consistent basis throughout the
periods involved and (ii) fairly represent the consolidated financial position
of the Company and its Subsidiaries and the Bank as of the respective dates
thereof and the consolidated results of operations and cash flows for the
periods indicated (subject to normal year-end adjustments in the case of any
unaudited interim financial statements).

(c) Except as and to the extent reflected on, or
reserved against in, the consolidated balance sheet of the Company and its
Subsidiaries at December 31, 1994, including all notes thereto (the "Company
Balance Sheet"), or as set forth on Schedule 3.07(c), neither the Company nor
any of its Subsidiaries has any liabilities or obligations (whether accrued,
absolute, contingent or otherwise) that would be required to be reflected on,
or reserved against in, a balance sheet of the Company or a Subsidiary or in
the notes thereto, prepared in accordance with GAAP, except for liabilities or
obligations incurred in the ordinary course of business since December 31, 1994
that, individually or in the aggregate, would not have a Company Material
Adverse Effect.

(d) To the best knowledge of the Company, the
allowance for possible loan losses shown on the most recent financial statement
of the Bank delivered to Acquiror is adequate in all respects to provide for
all losses, net of recoveries, on loans outstanding as of that date. To the
best knowledge of the Company, the loan portfolio of the Bank, to the extent
the aggregate amount thereof exceeds such allowance, at the date of such most
recent financial statement, was fully collectible. Company and Bank have
provided to Acquiror

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<PAGE> 136

true and complete information concerning the loan portfolio of the Bank, and no
material information with respect to Bank's loan portfolio has been withheld
from Acquiror.

3.08 Absence of Certain Changes or Events. Except as disclosed on
Schedule 3.08 or as contemplated by this Agreement, since December 31, 1993:

(a) each of the Company and its Subsidiaries has
conducted its business in the ordinary course and consistent with prudent
business practices;

(b) no event or condition has occurred relating
to the Company or the Bank which materially and adversely affects the financial
condition, results of operations, business or prospects of the Company or the
Bank;

(c) neither the Company nor any Subsidiary has
made any increase in compensation to officers or key employees or any material
increase in any or created any new bonus, insurance, pension or other employee
benefit plan, payment or arrangement (including, but not limited to, the
granting of stock options);

(d) neither the Company nor any Subsidiary has
made any loans or advances to any officer, director, shareholder or Affiliate
of the Company or of any Subsidiary;

(e) there has not been any change in the
accounting methods or practices followed by the Company or any Subsidiary,
except as required by GAAP;

(f) neither the Company nor the Bank has
declared, paid or set aside for payment any dividend or other distribution in
respect of its capital stock, or redeemed, purchased or otherwise acquired any
shares of its capital stock;

(g) there has not been any sale, lease,
abandonment or other disposition of any real property or personal property used
or held for use in the business of the Company or the Bank; and

(h) neither the Company nor any Subsidiary has
entered into any commitment or other agreement to do any of the foregoing.

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3.09 Absence of Litigation.

(a) Schedule 3.09(a) lists all claims, actions,
suits, litigation, or arbitrations or, to the knowledge of the Company,
investigations or proceedings affecting the Company or any of its Subsidiaries,
at law or in equity, which are pending or, to the knowledge of the Company,
threatened, including, without limitation, any such matter involving
discrimination in lending practices or violations of fair housing laws. There
is no action pending seeking to enjoin or restrain the Merger.

(b) Except as set forth on Schedule 3.09(b),
neither the Company nor any of its Subsidiaries is subject to any continuing
order of, consent decree, settlement agreement or other similar written
agreement with or, to the knowledge of the Company, continuing investigation
by, any Governmental Entity. Except as set forth on Schedule 3.09(b), the Bank
is not a party to any written agreement or memorandum of understanding with, or
a party to any commitment letter or similar undertaking to, or a subject to any
order or directive by, or is a recipient of an extraordinary supervisory letter
from, any federal or state regulator which restricts the conduct of its
business, requires the Bank to take or refrain from taking any specified
actions, or in any manner relates to its capital adequacy, credit policies,
depository activities or management, nor has the Bank been advised by any
federal or state regulator that it is contemplating issuing or requesting any
such order, decree, agreement, memorandum of understanding, extraordinary
supervisory letter, commitment letter or similar submission.

3.10 Contracts; No Default.

(a) Schedule 3.10(a) sets forth as of the date of
this Agreement a list of each contract or agreement of the Company or its
Subsidiaries:

(i) concerning a partnership or joint
venture with another Person; or

(ii) which is material to the Company or
its Subsidiaries.

(b) Schedule 3.10(b) lists each contract or
agreement to which the Company or any of its Subsidiaries is a party materially
limiting the right of the Company or any of its Subsidiaries prior to the
Effective Time, or Acquiror or any of its Subsidiaries at or after the
Effective Time, to engage in, or to compete with any Person in, any business
including each contract or agreement containing exclusivity provisions
restricting the geographical area in which, or the

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<PAGE> 138

method by which, any business may be conducted by the Company or any of its
Subsidiaries prior to the Effective Time, or by the Acquiror or any of its
Subsidiaries after the Effective Time. For the purpose of this Agreement
"Company Contract" means the contracts and agreements listed on Schedules
3.10(a) and 3.10(b). Correct and complete copies of all written Company
Contracts have been made available to Acquiror.

(c) Each Company Contract is in full force and
effect, each is a valid and binding contract or agreement enforceable against
the Company or the applicable Subsidiary in accordance with its terms, except
to the extent that enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, receivership, moratorium and other similar laws
relating to or affecting the rights and remedies of creditors generally and by
general principles of equity including, without limitation, concepts of
materiality, reasonableness, good faith and fair dealing and the possible
unavailability of specific performance, injunctive relief or other equitable
remedies, regardless of whether enforceability is considered in a proceeding in
equity or at law, and there is no default by the Company in the performance of
any obligation to be performed or paid under any such contract or agreement.

3.11 Employee Benefit Plans; Labor Matters.

(a) Schedule 3.11(a) lists or describes any
pension, retirement, savings, disability, medical, dental, health, life
(including any individual life insurance policy as to which the Company is the
owner, beneficiary or both), death benefit, group insurance, profit sharing,
deferred compensation, stock option, bonus, incentive, vacation pay, severance
pay, "cafeteria" or "flexible benefit" plan under section 125 of the Internal
Revenue Code of 1986 as amended (the "Code"), or other employee benefit plan,
trust, arrangement, contract, agreement, policy or commitment, under which
employees of the Company or its Subsidiaries are entitled to participate by
reason of their employment with the Company or its Subsidiaries, (i) to which
the Company or a Subsidiary is a party or a sponsor or a fiduciary thereof or
(ii) with respect to which the Company or a Subsidiary has made payments,
contributions or commitments, or has any liability (collectively, the "Employee
Benefit Plans").

(b) The Employee Benefit Plans have been operated
and administered by the Company in compliance in all material respects with all
applicable laws relating to employment or labor matters, including without
limitation, the Employee Retirement Income Security Act of 1974, as amended
("ERISA") and the Code.

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<PAGE> 139

(c) Each Employee Benefit Plan that is intended
to be tax qualified under section 401(a) of the Code has received, or the
Company has applied for or will in a timely manner apply for, a favorable
determination letter from the Internal Revenue Service (the "IRS") stating that
the Plan meets the requirements of the Code and that any trust or trusts
associated with the plan are tax exempt under section 501(a) of the Code.

(d) Except as set forth on Schedule 3.11(a), the
Company does not maintain any defined benefit plan covering employees of the
Company or its Subsidiaries within the meaning of section 3(35) of ERISA.

(e) Neither the Company nor any of its
Subsidiaries is a party to any collective bargaining or other labor union
contract.

(f) Schedule 3.11(f) sets forth a list of all
written employment agreements, employment contracts or understandings relating
to employment (other than relating to "at-will" employment) to which the
Company or any of its Subsidiaries is a party.

3.12 Taxes. The Company and each Subsidiary has filed or caused to
be filed with the appropriate Governmental Entities, all federal, state,
municipal, and local income, franchise, excise, real and personal property, and
other tax returns and reports that are required to be filed and the Company and
each Subsidiary are not delinquent in the payment of any material taxes shown on
such returns or response or on any material assessments for any such taxes
received by them and has otherwise complied in all material respects with all
legal requirements applicable to the Company or its Subsidiaries with respect to
all income, sales, use, real or personal property, excise or other taxes. The
Company Balance Sheet includes adequate reserves for the payment of all accrued
but unpaid federal, state, municipal and local taxes of the Company, including,
without limitation, interest and penalties, whether or not disputed, for the
year ended December 31, 1993 and for all fiscal years prior thereto. Except as
set forth on Schedule 3.12, the Company has not executed or filed with the IRS
any agreement extending the period for assessment and collection of any federal
tax. The Company is not a party to any pending action or proceeding, nor, to
the knowledge of the Company, has any action or proceeding been threatened, by
any Governmental Entity for assessment or collection of taxes, and no claim for
assessment or collection of taxes has been asserted against the Company.

The Bank has complied with the Code, and all rules
and regulations thereunder, with respect to the reporting of payments of
interest, and

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<PAGE> 140

other payments by it, and has complied with all provisions required with
withholding for income taxes on such amounts when required.

3.13 Intellectual Property Rights. To the knowledge of the Company,
the Company and each of the Subsidiaries owns or possesses the right to use (in
the manner and the geographic areas in which they are currently used) all
trademarks, service marks, trade names, service names, slogans, registered
copyrights, trade secrets and other intellectual property rights it currently
uses, without any conflict or alleged conflict with the rights of others.

3.14 Certain Business Practices and Regulations. Neither the
Company nor any of its Subsidiaries, nor any of its or their respective
executive officers or directors has, to the knowledge of the Company, (i) made
or agreed to make any contribution, payment or gift to any customer, supplier,
governmental official, employee or agent where either the contribution, payment
or gift or the purpose thereof was illegal under any law, (ii) established or
maintained any material unrecorded fund or asset of the Company for any improper
purpose or made any material false entries on its books and records for any
reason, (iii) made or agreed to make any contribution, or reimbursed any
political gift or contribution made by any other Person, to any candidate for
federal, state or local public office in violation of any law, or (iv) engaged
in any activity constituting fraud or abuse under the laws relating to health
care, insurance or the regulation of professional corporations.

3.15 Insurance. All policies and binders of insurance for
professional liability, directors and officers, property and casualty, fire,
liability, worker's compensation and other customary matters held by or on
behalf of the Company or its Subsidiaries (''Insurance Policies") have been made
available to Acquiror. The Insurance Policies are in full force and effect. To
the knowledge of the Company, the Company or its Subsidiaries have not failed to
give any notice of any claim under any Insurance Policy in due and timely
fashion, nor to the knowledge of the Company, has any coverage for claims been
denied.

3.16 Brokers. No broker, finder or investment banker is entitled to
any brokerage, finder's or other fee or commission in connection with the
transactions contemplated by this Agreement based upon any arrangements made by
or on behalf of the Company.

3.17 Title to Properties.

(a) The Company and the Bank have good and marketable title
to all assets and properties, whether real or personal, tangible or intangible,

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<PAGE> 141

which the Company or the Bank purports to own, including without limitation,
all assets and properties reflected in their most recent financial statements
or acquired subsequent thereto (except to the extent such assets and properties
have been disposed of for fair value in the ordinary course of business since
the date of such financial statements), subject to no liens, mortgages,
security interests, encumbrances or charges of any kind except (i) as noted in
said financial statements or the notes thereto, (ii) statutory liens securing
payments not yet due, (iii) security interests granted incident to borrowings
by the Bank to secure deposits of funds by federal, state or other governmental
agencies, and (iv) minor defects and irregularities in title and encumbrances
which do not materially impair the use thereof for the purposes for which they
are held, and such liens, mortgages, security interests, encumbrances and
charges are not, in the aggregate, material to the assets and properties of the
Company or the Bank.

(b) All property and assets of the Company and the Bank
are usable and used in their business, and together constitute all of the
property being used in and necessary for the conduct of the business of the
Company and the Bank, as conducted by them on this date. Since December 31,
1993, no such asset essential to the operation of the Company or the Bank's
business has been destroyed, diverted to other uses or otherwise disposed of
without having been adequately replaced.

(c) Schedule 3.17(c) correctly sets forth the complete
legal description of all real property and improvements owned or leased by
the Company or the Bank (the "Real Property"). Except as set forth in
Schedule 3.17(c), there are no planned or commenced public improvements
relating to the Real Property which may result in special assessments or
area-wide charges or which might otherwise directly and materially affect such
Real Property; no regulatory or governmental agency or court order has been
issued requiring repairs, alterations or corrections of any existing conditions
of the Real Property, and there is no condition that could be a cause for such
an order; there is no planned, pending or contemplated condemnation or similar
action or change in any zoning or building ordinance affecting the Real
Property; there are no structural or mechanical defects in the Real Property,
nor are there any present violations of or nonconformance with any law
(including, without limitation, the Americans with Disabilities Act),
ordinance, rule, code or regulation requiring or calling attention to the need
for any work, repairs, construction, alteration or installation affecting the
Real Property.

(d) To the knowledge of the Company, the leases for the
Real Property described on Schedule 3.17(d) are in full force and effect and
the Company holds a valid and existing leasehold interest under each of the
leases.

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<PAGE> 142

The Company has delivered to Acquiror complete and accurate copies of each of
the leases described on Schedule 3.17, and none of such leases has been
modified in any respect, except to the extent that such modifications are
disclosed by the copies delivered to Acquiror. Neither the Company nor the
applicable Subsidiary is in default, and to the knowledge of the Company no
circumstances exist, including the effect of the Merger and this Agreement,
which, if unremedied, would, either with or without notice or the passage of
time or both, result in the Company's or the applicable Subsidiary's default
under any of such leases.

(e) Neither the Company nor any Subsidiary is in violation
of any applicable material zoning ordinance or other law, regulation or
requirement relating to the operation of any properties used in the operation
of its business and neither the Company nor any Subsidiary has received any
notice of any such violation, or the existence of any condemnation
proceeding with respect to any of the owned Real Property or leased Real
Property.

3.18 Environmental Laws.

(a) Definition. The term "Environmental Laws" shall
mean all federal, state and local laws including statutes, regulations,
ordinances, codes, rules, orders, directives and other governmental
restrictions and requirements (including, but not limited to, those contained
in or evidenced by permits, temporary permits or exemption letters) relating to
the discharge of air pollutants, water pollutants, solid wastes, or process
waste water or otherwise relating to the environment, hazardous wastes,
materials or substances, toxic substances, asbestos or any process of the
Company or the Bank that has an impact on health or the environment, including,
but not limited to, the Federal Solid Waste Disposal Act, the Federal Clean Air
Act, the Federal Clean Water Act, the Federal Resource Conservation and
Recovery Act of 1976, the Federal Comprehensive Environmental Response,
Compensation and Liability Act of 1980, Toxic Substances Control Act, Federal
Water Pollution Control Act, National Environmental Policy Act, Federal
Occupational Safety and Health Act, regulations of the Environmental Protection
Agency, regulations of the Nuclear Regulatory Agency, or any applicable federal
or state regulatory or administrative agency with authority over natural
resources or environmental protection now in effect or presently scheduled to
come into effect, all as presently amended.

(b) Pending Litigation. Except as described in Schedule
3.18 (b), neither the Company nor the Bank is a party to or the subject of
any litigation or administrative proceeding nor, to the knowledge of the
Company, is any litigation or administrative proceeding threatened against
the Company or the Bank, which in either case asserts or alleges that the
Company or the Bank:

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(i) violated any Environmental Laws, (ii) is required to clean up, remove or
take remedial or other response action due to the disposal, depositing,
discharge, leaking, leaching or other release or migration of any pollutants,
contaminants, hazardous wastes, materials or substances or other materials
(collectively, "Hazardous Substances"), (iii) is required to pay all or a
portion of the cost of any past, present or future cleanup, removal or remedial
or other response action which arises out of or is related to the disposal,
depositing, discharge, leaking, leaching or other release of any Hazardous
Substances. To the knowledge of the Company, there are no conditions existing
on any of the Real Property or any real estate owned by the Bank or held by the
Bank as trustee of any trust which potentially could give rise to any such
litigation or administrative proceeding.

3.19 Loans in Default. The aggregate amount on all loans made by
the Bank which, as of February 28, 1995, were 90 days or more past due in
payment of principal or interest, did not exceed 2% of the gross amount of all
such loans. For purposes of this section 3.19, a loan shall be deemed to be
past due if it is in fact past due more than 90 days or if it would have been
past due more than 90 days under the terms of the agreement under which it was
originally created but for a refinancing of such loans or a waiver, modification
or amendment of such original agreement if such refinancing, waiver,
modification or amendment was effectuated principally because of the borrower's
actual or expected failure or inability to comply with the terms of such
agreement.

3.20 Bank Filings and Reports. Except as described in Schedule
3.20, since January 1, 1993, the Bank has made, and pending the consummation of
the transactions contemplated by this Agreement, will have made, in a timely
fashion, all filings, including call reports and other financial statement
filings, as required of it under the applicable rules and regulations of the
FDIC and the Wisconsin Commissioner of Banking (referred to collectively as the
"Bank Filings"), the Bank has not been advised by the FDIC or the Wisconsin
Commissioner of Banking that any of the Bank Filings are deficient or not timely
filed. Each of the Bank Filings, as of the date of filing thereof, complied in
all material respects with the rules and regulations of the FDIC or the
Wisconsin Commissioner of Banking, as appropriate, and did not, as of the filing
date, contain any statement which, at the time and in light of the circumstances
under which it was made, was false or misleading or omitted to state any
material fact necessary to make the statements contained therein, in light of
the circumstances under which they were made, not false or misleading.

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ARTICLE IV

REPRESENTATIONS AND WARRANTIES
OF ACQUIROR AND ACQUIROR SUB

The term "Acquiror Material Adverse Effect" as used in this Agreement
shall mean any change or effect that, individually or when taken together with
all such other changes or effects, is materially adverse to the condition
(financial or otherwise), results of operations business, properties, assets or
liabilities of Acquiror and its Subsidiaries, taken as a whole.

Acquiror and Acquiror Sub jointly and severally represent and warrant to
the Company that:

4.01 Organization and Qualification; Subsidiaries. Each of Acquiror
and Acquiror Sub is a corporation, duly incorporated, validly existing and in
good standing under the laws of the jurisdiction of its incorporation, and has
all requisite corporate power and authority to own, lease and operate its
properties and to carry on its business as it is now being conducted. Acquiror
has heretofore delivered to Company true, accurate and complete copies of its
currently effective Articles of Incorporation and By-Laws. Schedule 4.01
accurately lists all of Acquiror's banking subsidiaries and all other direct and
indirect subsidiaries. Each such subsidiary is a banking association or
corporation duly organized, validly existing under the laws of the jurisdiction
of its incorporation. Each subsidiary bank is duly authorized to conduct a
general banking business and is an insured bank as defined in the Federal
Deposit Insurance Act. All shares of capital stock of the subsidiaries owned by
the Acquiror are fully paid and nonassessable (except as provided in section
180.0622(2)(b) of the Wisconsin Law, as interpreted) and are owned by it free
and clear of any lien, claim, charge, option, encumbrance or agreement with
respect thereto.

4.02 Authority. Each of Acquiror and Acquiror Sub has the requisite
corporate power and authority to execute and deliver this Agreement, to perform
its obligations hereunder, and to consummate the transactions contemplated
hereby. The execution and delivery of this Agreement by Acquiror and Acquiror
Sub, and the consummation by Acquiror and Acquiror Sub of the transactions
contemplated hereby, have been duly authorized by all necessary corporate action
and no other corporate proceedings on the part of Acquiror or Acquiror Sub are
necessary to authorize this Agreement or to consummate the transactions
contemplated by this Agreement. This Agreement has been duly executed and
delivered by Acquiror and Acquiror Sub and constitutes a legal, valid

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and binding obligation of Acquiror and Acquiror Sub enforceable against
Acquiror and Acquiror Sub in accordance with its terms, except to the extent
that enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, receivership, moratorium and other similar laws relating to or
affecting the rights and remedies of creditors generally and by general
principles of equity including, without limitation, concepts of materiality,
reasonableness, good faith and fair dealing and the possible unavailability of
specific performance, injunctive relief or other equitable remedies, regardless
of whether enforceability is considered in a proceeding in equity or at law.

4.03 Capitalization. As of the date of this Agreement, the
authorized capital stock of Acquiror consists of 10,000,000 shares of Common
Stock, $.10 par value, of which 1,986,035 shares were outstanding and no shares
were held as treasury stock and 100,000 shares of preferred stock, $1.00 par
value none of which have been issued. All of the outstanding shares of Acquiror
are validly issued, fully paid and nonassessable (except as provided in section
180.0622(2)(b) of the Wisconsin Law, as interpreted) and are not subject to any
preemptive rights or reserved for any options, warrants, conversion rights or
other commitments (except for options for 79,263 shares issued in connection
with services rendered to Acquiror).

4.04 No Conflict; Required Filings and Consents.

(a) The execution and delivery of this Agreement by
Acquiror and Acquiror Sub do not, and the performance of this Agreement by
Acquiror and Acquiror will not, (i) violate the Articles of Incorporation or
By-Laws or equivalent organizational documents of Acquiror or Acquiror Sub,
(ii) subject to obtaining the consents, approvals, authorizations and permits
of, and making filings with or notifications to, any Governmental Entities
pursuant to the applicable requirements, if any, of any stock exchange or
quotation service on which Acquiror's securities are listed or quoted, the
Securities Act of 1933 and the Securities Exchange Act of 1934, the blue sky
laws of applicable states, the BHC Act and the filing and recordation of
appropriate merger documents as required by the Wisconsin Law, conflict with or
violate any laws applicable to Acquiror or Acquiror Sub or by which any of
their respective properties is bound or affected.

(b) The execution and delivery of this Agreement by
Acquiror and Acquiror Sub do not, and the performance of this Agreement by
Acquiror and Acquiror Sub shall not, require any consent, approval,
authorization or permit of, or filing with or notification to, any Governmental
Entities, except as described in section 4.03(a) above.

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4.05 Ownership of Acquiror Sub; No Prior Activities.

(a) Acquiror Sub was formed for the purpose of engaging in
the transactions contemplated by this Agreement.

(b) As of the Effective Time, all of the outstanding
capital stock of Acquiror Sub will be owned directly by Acquiror. As of the
Effective Time, there will be no options, warrants or other rights (including
registration rights), agreements, arrangements or commitments to which
Acquiror Sub is a party of any character relating to the issued or unissued
capital stock of, or other equity interests in, Acquiror Sub or obligating
Acquiror Sub to grant, issue or sell any shares of the capital stock of, or
other equity interests in, Acquiror Sub, by sale, lease, license or otherwise.
There are no obligations, contingent or otherwise, of Acquiror Sub to
repurchase, redeem or otherwise acquire any shares of the capital stock of
Acquiror Sub.

(c) As of the date hereof and the Effective Time, except
for obligations or liabilities incurred in connection with its incorporation
or organization and the transactions contemplated by this Agreement, Acquiror
Sub has not and will not have incurred, directly or indirectly, through any
Subsidiary or Affiliate, any obligations or liabilities or engaged in any
business activities of any type or kind whatsoever or entered into any
agreement or arrangements with any Person.

4.06 Financing. Acquiror has the ability to and intends to finance
the aggregate of the amounts payable pursuant to Article II with cash on hand
and utilization of existing credit facilities. Acquiror will use its best
efforts to ensure the continued availability of such financing and pay such
amounts in accordance with the terms of this Agreement and will not take any
action between the date hereof and the Effective Time which would impair its
ability to obtain such financing.

4.07 Financial Statements. The consolidated statements of financial
condition of Acquiror and Acquiror's subsidiaries as of December 31, 1993 and
1994 and related consolidated statements of income, stockholders' equity and
cash flows for the three years ended December 31, 1994, together with the notes
thereto, certified by Ernst & Young and included in Acquiror's Annual Report on
Form 10-K for the fiscal year ended December 31, 1994 (the "Acquiror 10-K") as
filed with the SEC (collectively, the "Acquiror Financial Statements"), have
been prepared in accordance with generally accepted accounting principles
applied on a consistent basis and present fairly the consolidated financial
position of Acquiror and Acquiror's subsidiaries at the dates and the
consolidated results of

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operations, changes in financial position and cash flows of Acquiror and
Acquiror's subsidiaries for the periods stated therein.

4.08 Reports. Since December 31, 1993, Acquiror and each Acquiror
Subsidiary has filed all reports, registrations and statements, together with
any required amendments thereto, that it was required to file with (i) the SEC,
including, but not limited to, Forms 10-K, Forms 10-Q and proxy statements, (ii)
the Federal Reserve Board, (iii) the FDIC, (iv) the Comptroller of the Currency
and (v) any applicable state securities or banking authorities. All such
reports and statements filed with any such regulatory body or authority are
collectively referred to herein as the "Acquiror Reports". As of their
respective dates, the Acquiror Reports complied in all material respects with
all the rules and regulations promulgated by the SEC, the Federal Reserve Board,
the FDIC, the Comptroller and any applicable state securities or banking
authorities, as the case may be, and did not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading.

4.09 Interim Events. Except as may have been otherwise disclosed to
Company or as contemplated by this Agreement, since December 31, 1994:

(a) Acquiror and its subsidiaries have conducted their
respective businesses only in the ordinary and usual course and have not
materially altered the manner in which they conduct their respective
businesses.

(b) There has occurred no event or condition materially
and adversely affecting the financial condition, results of operations,
business or prospects of Acquiror or its subsidiaries, taken as a whole.

4.10 Allowance for Loan Losses. The allowance for possible loan
losses shown on the most recent financial statement of Acquiror delivered to the
Company are adequate in all respects to provide for all losses, net of
recoveries, on loans outstanding as of that date. The loan portfolio of
Acquiror, to the extent the aggregate amount thereof exceeds such allowance, at
the date of such most recent financial statement, was fully collectible.

4.11 Absence of Litigation.

(a) Schedule 4.11(a) lists all claims, actions, suits,
litigation, or arbitrations or, to the knowledge of the Acquiror,
investigations or proceedings affecting the Acquiror or any of its
subsidiaries, at law or in equity,

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which are pending or, to the knowledge of the Acquiror, threatened, including,
without limitation, any such matter involving discrimination in lending
practices or violations of fair housing laws. There is no action pending
seeking to enjoin or restrain the Merger.

(b) Except as set forth on Schedule 4.11(b), neither the
Acquiror nor any of its subsidiaries is subject to any continuing order of,
consent decree, settlement agreement or other similar written agreement
with or, to the knowledge of the Acquiror, continuing investigation by, any
Governmental Entity. Except as set forth on Schedule 4.11(b), the Acquiror
is not a party to any written agreement or memorandum of understanding
with, or a party to any commitment letter or similar undertaking to, or a
subject to any order or directive by, or is a recipient of an extraordinary
supervisory letter from, any federal or state regulator which restricts the
conduct of its business, requires the Acquiror to take or refrain from taking
any specified actions, or in any manner relates to its capital adequacy, credit
policies, depository activities or management, nor has the Acquiror been
advised by any federal or state regulator that it is contemplating issuing or
requesting any such order, decree, agreement, memorandum of understanding,
extraordinary supervisory letter, commitment letter or similar submission.

4.12 Securities Law Filings. Acquiror has delivered to Company
copies of (i) its annual reports on Form 10-K for the years 1992, 1993 and 1994
as filed with the Commission (ii) all other periodic reports filed pursuant to
section 13(a) or 15(d) of the 1934 Act since December 31, 1993 as filed with the
Commission, (iii) its most recent annual report to shareholders and (iv) the
most recent definitive proxy statement as filed with the Commission. As of the
respective dates thereof, such documents do not contain any false statements of
a material fact and do not omit to state any fact necessary to make the
statements set forth therein not misleading.

ARTICLE V

COVENANTS

5.01 Affirmative Covenants of the Company. The Company covenants
and agrees that prior to the Effective Time, unless otherwise contemplated by
this Agreement or consented to in writing by Acquiror, the Company will and will
cause each of its Subsidiaries to:

(a) operate its business in the ordinary course of business
and consistent with its past practice;

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(b) use reasonable efforts to preserve intact its business
organization and assets, maintain its rights and franchises, retain the
services of its respective officers and key employees and maintain the
relationships with its respective key customers and suppliers;

(c) use reasonable efforts to keep in full force and effect
liability insurance and bonds comparable in amount and scope of coverage to
that currently maintained; and

(d) subject to the provisions of the Acquiror
Confidentiality Agreement (as hereinafter defined), confer with Acquiror at its
reasonable request to report operational matters of a material nature and to
report the general status of the ongoing operations of the business of the
Company and its Subsidiaries.

(e) Subject to the provisions of the Acquiror
Confidentiality Agreement, from the date hereof until the Closing Date, the
Company (i) will give, and will cause each of its Subsidiaries to give,
Acquiror, its counsel, financial advisors, auditors and other authorized
representatives reasonable access to the offices, properties, books and records
of the Company and its Subsidiaries, (ii) will furnish, and will cause each
Subsidiary to furnish, to Acquiror, its counsel, financial advisors, auditors
and other authorized representatives such financial and operating data and
other information relating to the Company and the Subsidiaries as such persons
may reasonably request, and (iii) will instruct the employees, counsel and
financial advisors of the Company and the Subsidiaries to cooperate in all
reasonable respects with Acquiror in its investigation of the Company and the
Subsidiaries; provided that no investigation pursuant to this Subsection shall
affect any representation or warranty given by the Company hereunder.

5.02 Negative Covenants of the Company. Except as contemplated by
this Agreement or consented to in writing by Acquiror, from the date of this
Agreement until the Effective Time, the Company shall not do, and shall not
permit any of its Subsidiaries to do, any of the following:

(a) except as set forth on Schedule 5.02(a): (i) increase
the compensation payable to any director, officer or employee of the Company
or any of its Subsidiaries; (ii) grant any severance or termination pay
(other than pursuant to the normal severance policy of the Company or its
Subsidiaries currently in effect) to, or enter into any severance agreement
with, any director or officer; (iii) subject to clause (i), enter into or amend
any employment agreement with any director or officer that would extend beyond
the Effective Time except on an

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at-will basis (provided, however, that the Bank may enter into employment
agreements with Thomas Anderson, Francis Koukol, Francis Morikel and Dawn
Brossard on terms to be agreed to by the employees and Acquiror, with the term
ending upon the later of January 27, 1996 or three months after the Effective
Time); or (iv) establish, adopt, enter into or amend any Employee Benefit Plan,
except as may be required to comply with applicable law;

(b) except as shown in Schedule 5.02(b), declare or pay any
dividend on, or make any other distribution in respect of, outstanding shares
of capital stock;

(c) (i) redeem, purchase or otherwise acquire any shares of
its or any of its Subsidiaries' capital stock or any securities or obligations
convertible into or exchangeable for any shares of its or its Subsidiaries'
capital stock, or any options, warrants or conversion or other rights to
acquire any shares of its or its Subsidiaries capital stock; (ii) effect any
reorganization or recapitalization; or (iii) split, combine or reclassify any
of its or its Subsidiaries' capital stock (except for the issuance of shares
upon the exercise of options or warrants in accordance with their terms);

(d) issue, deliver, award, grant or sell, or authorize
the issuance, delivery, award, grant or sale (including the grant of any
security interests, liens, claims, pledges, limitations on voting rights,
charges or other encumbrances) of, any shares of any class of its or its
Subsidiaries' capital stock, any securities convertible into or exercisable or
exchangeable for any such shares, or any rights, warrants or options to acquire
any such shares (except for the issuance of shares upon the exercise of options
or warrants in accordance with their terms), or amend or otherwise modify the
terms of any such rights, warrants or options the effect of which shall be to
make such terms more favorable to the holders thereof, except as contemplated
by this Agreement;

(e) to the extent material, acquire or agree to acquire,
by merging or consolidating with, by purchasing an equity interest in or a
portion of the assets of, or by any other manner, any business or any
corporation, partnership, association or other business organization or
division thereof, or otherwise acquire or agree to acquire any assets of any
other Person (other than the purchase of assets from suppliers or vendors in
the ordinary course of business);

(f) sell, lease, exchange, mortgage, pledge, transfer or
otherwise dispose of, or agree to sell, lease, exchange, mortgage, pledge,
transfer or otherwise dispose of, any amount of any of its or its
Subsidiaries' assets;

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(g) adopt any amendments to its Articles of Incorporation
or By-Laws;

(h) except as set forth in Schedule 5.02(h); (A) change
any of its methods of accounting in effect at December 31, 1993 or (B)
make or rescind any express or deemed election relating to taxes, settle or
compromise any claim, action, suit, litigation, proceeding, arbitration,
investigation, audit or controversy relating to taxes, or change any of its
methods of reporting income or deductions for federal income tax purposes from
those employed in the preparation of the federal income tax returns for the
taxable year ending December 31, 1993, except in either case as may be required
by law, the IRS, or GAAP or in the ordinary course of business consistent with
past practice;

(i) incur any obligation for borrowed money
(except deposits in the ordinary course of business) or purchase money
indebtedness, whether or not evidenced by a note, bond, debenture or similar
instrument, except as approved by Acquiror in advance; or

(j) agree in writing or otherwise to do any of
the foregoing.

5.03 Affirmative Covenants of Acquiror. Acquiror covenants and
agrees that prior to the Effective Time, unless otherwise contemplated by this
Agreement or consented to in writing by Company:

(a) Acquiror will and cause each of its subsidiaries to
use reasonable efforts to keep in full force and effect liability insurance
and bonds comparable in amount and scope of coverage to that currently
maintained;

(b) Acquiror will operate its business in the ordinary
course of business and consistent with its past practice; and

5.04 Negative Covenants of Acquiror. Except as contemplated by this
Agreement or consented to in writing by the Company, from the date of this
Agreement until the Effective Time, the Acquiror shall not do, and shall not
permit any of its subsidiaries to do, any of the following:

(a) (i) redeem, purchase or otherwise acquire any shares of
its or any of its subsidiaries' capital stock or any securities or obligations

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convertible into or exchangeable for any shares of its or its subsidiaries'
capital stock, or any options, warrants or conversion or other rights to
acquire any shares of its or its subsidiaries capital stock; (ii) effect any
reorganization or recapitalization; or (iii) split, combine or reclassify any
of its or its subsidiaries' capital stock (except for the issuance of shares
upon the exercise of options or warrants in accordance with their terms and
except for shares acquired by Acquiror's Dividend Reinvestment Plan and
Employee Stock Ownership Plan);

(b) issue, deliver, award, grant or sell, or authorize
the issuance, delivery, award, grant or sale (including the grant of any
security interests, liens, claims, pledges, limitations on voting rights,
charges or other encumbrances) of, any shares of any class of its or its
subsidiaries' capital stock, any securities convertible into or exercisable or
exchangeable for any such shares, or any rights, warrants or options to acquire
any such shares (except for the issuance of shares upon the exercise of options
or warrants in accordance with their terms), or amend or otherwise modify the
terms of any such rights, warrants or options the effect of which shall be to
make such terms more favorable to the holders thereof, except as contemplated
by this Agreement and except for options issued to employees and directors of
Acquiror as compensation for services rendered or to be rendered;

(c) sell, lease, exchange, mortgage, pledge, transfer or
otherwise dispose of, or agree to sell, lease, exchange, mortgage, pledge,
transfer or otherwise dispose of, any amount of any of its or its subsidiaries'
assets, except in the ordinary course of business; or

(d) adopt any amendments to its Articles of Incorporation
or By-Laws.

5.05 Confidentiality Agreement. The parties will, and will cause
their respective officers, employees, accountants, consultants, legal counsel
and other representatives to, comply with all of their respective obligations
under the Confidentiality Agreement entered into by the Company and Acquiror on
July 15, 1994 concerning the Company's confidential information (the "Acquiror
Confidentiality Agreement").

5.06 Acquisition Proposals. Upon execution of this Agreement, the
Company and its Subsidiaries and their respective officers, directors,
employees, agents and advisors will immediately cease any existing discussions
or negotiations with any parties conducted heretofore with respect to any
Acquisition Proposal (as hereinafter defined). The Company shall notify
Acquiror immediately if any such request or proposal, or any inquiry or contact
with any

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Person with respect thereto, is made and shall keep Acquiror apprised of all
related developments. Neither the Company, nor any Company Subsidiary, nor any
director, officer, representative or agent thereof, will, directly or
indirectly, solicit, authorize the solicitation of or enter into any
discussions with any corporation, partnership, person or other entity or group
(other than Acquiror) concerning any offer or possible offer (i) to purchase
any shares of common stock, any option or warrant to purchase any shares of
common stock, any securities convertible into any shares of such common stock,
or any other equity security of the Company or any Company Subsidiary, (ii) to
make a tender or exchange offer for any shares of such common stock or other
equity security, (iii) to purchase, lease or otherwise acquire the assets of
the Company or any Company Subsidiary except in the ordinary course of business
and except as may be required under this Agreement, or (iv) to merge,
consolidate or otherwise combine with the Company or any Company Subsidiary.
The Company has entered into confidentiality agreements with other third
parties substantially in the form of the Acquiror Confidentiality Agreement.
The Company agrees not to release any third party from, or waive any provision
of, any confidentiality or standstill agreement to which the Company is a
party. For purposes of this section 5.04, the term "Acquisition Proposal"
means any proposal or offer for a merger, asset acquisition or other business
combination (other than the Merger contemplated by this Agreement) involving
the Company or any Subsidiary and any Potential Acquiror, or any proposal or
offer to acquire a significant equity interest in, or a significant portion of
the assets of, the Company or any Subsidiary by a Potential Acquiror.

ARTICLE VI

ADDITIONAL AGREEMENTS

6.01 Proxy Statement.

(a) As promptly as practicable after the execution of
this Agreement, the Company shall prepare a proxy statement and a form of
proxy to be sent to the shareholders of the Company in connection with the
meeting of the Company's shareholders to consider the Merger (the
"Shareholders' Meeting") (such proxy statement, together with any amendments
thereof or supplements thereto, in each case in the form or forms mailed to the
Company's shareholders, being the "Proxy Statement"). The Proxy Statement
shall include the recommendation of the Company's Board of Directors in favor
of the Merger and approval of this Agreement.

(b) The information included in the Proxy Statement shall
not, at the date the Proxy Statement (or any amendment thereof or supplement

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thereto) is first mailed to shareholders or at the time of the Shareholders'
Meeting, contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary in order to make the
statements, therein, in light of the circumstances under which they are made,
not misleading; provided, however, that none of the provisions of this
subparagraph shall apply to statements in or omissions from the Proxy Statement
made in reliance upon and in conformity with written information furnished by
Acquiror to the Company expressly for use in the Proxy Statement. If at any
time prior to the Shareholders' Meeting, any event or circumstance relating to
the Company or any of its Subsidiaries, or its or their respective officers or
directors, is discovered by the Company which should be set forth in a
supplement to the Proxy Statement, the Company shall promptly inform Acquiror.

(c) Acquiror and Acquiror Sub each consents to the use of
its name and, on behalf of its Subsidiaries and Affiliates, the names of such
Subsidiaries and Affiliates and to the inclusion of business information
relating to such party and its Subsidiaries and Affiliates (in each case, to
the extent required by applicable securities laws) in the Proxy Statement.
The Company, Acquiror and Acquiror Sub each hereby agrees to (i) use its
reasonable efforts to obtain the written consent of any Person retained
by it which may be required to be named (as an expert or otherwise) in the
Proxy Statement; provided, that such party shall not be required to make any
material payment to such Person in connection with such party's efforts to
obtain any such consent, and (ii) cooperate, and agrees to use its reasonable
efforts to cause its Subsidiaries and Affiliates to cooperate, with any legal
counsel, investment banker, accountant or other agent or representative
retained by any of the parties in connection with the preparation of any and
all information required as determined after consultation with each party's
counsel, by applicable securities laws to be disclosed in the Proxy Statement.

6.02 Meeting of Shareholders. The Company shall take all action
necessary in accordance with the Wisconsin Law and its Articles of Incorporation
and By-Laws to convene the Shareholders' Meeting, and the Company shall consult
with Acquiror in connection therewith. The Company shall use reasonable efforts
to solicit from the shareholders of the Company proxies in favor of the Merger
and shall take all other actions necessary or advisable to secure the vote or
consent of shareholders required by the Wisconsin Law to approve this Agreement,
unless the directors determine in good faith, after receipt of a written opinion
of counsel, that the directors' fiduciary duties under applicable law require
them not to do so.

6.03 Company Information. The Company will furnish or cause to be
furnished to Acquiror all the information concerning the Company and its

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Subsidiaries required for inclusion in the Registration Statement referred to
in section 6.05 hereof, or any statement or application made by Acquiror to any
governmental body in connection with the transactions contemplated by this
Agreement. The Company agrees to permit Acquiror and its independent
accountants to review financial information and records of the Company in order
to prepare an audit of the financial statements of the Company for use in
connection with such Registration Statement.

6.04 Acquiror Information. Acquiror will furnish to the Company all
the information concerning Acquiror required for inclusion in the Proxy
Statement or statements to be sent to the Company shareholders, or in any
statement or application made by the Company to any governmental body in
connection with the transactions contemplated by this Agreement.

6.05 Registration Statement. As promptly as practicable after the
execution of this Agreement, Acquiror will file with the SEC a registration
statement on Form S-4 (the "Registration Statement") under the Securities Act
and any other applicable documents, relating to the shares of Acquiror Common
Stock to be delivered to the shareholders of the Company pursuant to the Merger
Agreement, and will use reasonable efforts to cause the Registration Statement
to become effective. At the time the Registration Statement becomes effective,
the Registration Statement will comply in all material respects with the
provisions of the Securities Act of 1933 and the published rules and regulations
thereunder, and will not contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements therein not false or
misleading, and at the time of mailing thereof to the Company shareholders, at
the time of the Company shareholders' meeting referred to in section 6.01 hereof
and at the time of filing the prospectus included as part of the Registration
Statement, as amended or supplemented by any amendment or supplement filed by
Acquiror (hereinafter the "Prospectus"), will not contain any untrue statement
of a material fact or omit to state any material fact necessary to make the
statements therein not false or misleading; provided, however, that none of the
provisions of this subparagraph shall apply to statements in or omissions from
the Registration Statement or the Prospectus made in reliance upon and in
conformity with information furnished by the Company or any Company Subsidiary
for use in the Registration Statement or the Prospectus.

6.06 Appropriate Action; Consents; Filings.

(a) Subject to the terms and conditions herein provided,
the Company, Acquiror and Acquiror Sub shall use all reasonable efforts to
(i) take, or cause to be taken, all appropriate action, and do or cause to
be done, all

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things necessary, proper or advisable under applicable law or otherwise to
consummate and make effective the transactions contemplated by this Agreement
as promptly as practicable, (ii) obtain from any Governmental Entities any
consents, licenses or orders required to be obtained by Acquiror or the Company
or any of their respective Subsidiaries in connection with the authorization,
execution and delivery of this Agreement and the consummation of the
transactions contemplated by this Agreement, including, without limitation, the
Merger, and (iii) make all necessary notifications and filings and thereafter
make any other required submissions with respect to this Agreement and the
Merger required under (A) the Securities Act of 1933, the Securities Exchange
Act of 1934 and any other applicable federal or state securities laws, (B) the
BHC Act, (C) Wisconsin Law and (D) any other applicable law; provided that
Acquiror and the Company shall cooperate with each other in connection with the
making of all such filings. The Company and Acquiror shall furnish to each
other all information required for any application or other filing to be made
pursuant to the rules and regulations of any applicable law (including all
information required to be included in the Proxy Statement and Registration
Statement) in connection with the transactions contemplated by this Agreement.

(b) (i) The Company and Acquiror shall give (or cause
their respective Subsidiaries to give) any notices to third parties, and
use, and cause their respective Subsidiaries to use, all reasonable efforts to
obtain any third-party consents, (A) necessary to consummate the transactions
contemplated in this Agreement, (B) disclosed or required to be disclosed in
the disclosure schedules to this Agreement, or (c) required to prevent a
Company Material Adverse Effect from occurring prior to the Effective Time.

(ii) In the event that any party shall
fail to obtain any third-party consent described in subsection (b)(i) above,
such party shall use reasonable efforts, and shall take any such actions
reasonably requested by the Company and Acquiror to minimize any adverse effect
upon the Company, its Subsidiaries and its businesses resulting, or which could
reasonably be expected to result after the Effective Time, from the failure to
obtain such consent.

(c) From the date of this Agreement until the Effective
Time, the Company shall promptly notify Acquiror in writing of any pending or,
to the knowledge of the Company, threatened action, proceeding or
investigation by any Governmental Entity or any other Person (i) challenging or
seeking material damages in connection with the Merger, (ii) alleging that the
consent of such Governmental Entity or Person may be required in connection
with the Merger or this Agreement or (iii) seeking to restrain or prohibit the
consummation of the Merger or otherwise limit the right of Acquiror or, to the
knowledge of the

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Company, its Subsidiaries, to own or operate all or any portion of the
businesses or assets of the Company or its Subsidiaries.

(d) From the date of this Agreement until the Effective
Time, Acquiror shall promptly notify the Company in writing of any pending or,
to the knowledge of Acquiror, threatened action, proceeding or investigation
by any Governmental Entity or any other Person (i) challenging or seeking
material damages in connection with the Merger or (ii) seeking to restrain
or prohibit the consummation of the Merger or otherwise limit the right of
Acquiror or its Subsidiaries to own or operate all or any portion of the
business or assets of the Company or its Subsidiaries.

(e) Immediately prior to the Effective Time, and upon
satisfaction or waiver of the conditions to Closing of the Merger, the
Company agrees to make a charge to its allowance for possible loan losses for
the Bank in the amount specified by the Acquiror.

6.07 Update Disclosure; Breaches. From and after the date of this
Agreement until the Effective Time, each party shall promptly notify the other
parties hereto by written update to its disclosure schedules ("Update Schedule")
of (i) the occurrence or non-occurrence of any event the occurrence or
non-occurrence of which would be reasonably likely to cause any condition to the
obligations of any party to effect the Merger and the other transactions
contemplated by this Agreement not to be satisfied, (ii) the failure of the
Company or Acquiror, as the case may be, to comply with or satisfy any covenant,
condition or agreement to be complied with or satisfied by it pursuant to this
Agreement which would be reasonably likely to result in any condition to the
obligations of any party to effect the Merger and the other transactions
contemplated by this Agreement not to be satisfied, or (iii) of any changes to
the information contained in its disclosure schedule (including any change to
any representations or warranties herein as to which no schedule has been
created as of the date hereof but as to which a schedule would have been
required hereunder to have been created on or before the date hereof if such
change had existed on the date hereof); provided, however, that the delivery of
any Update Schedule pursuant to this section 6.07 shall not cure any breach of
any representation or warranty requiring disclosure of such matter prior to the
date of this Agreement or otherwise limit or affect the remedies available to
the party receiving such notice.

6.08 Public Announcements. The parties to this Agreement shall
consult in good faith with each other before issuing any press release or
otherwise making any public statements with respect to the Merger and shall not
issue any such press release or make any such public statement without the prior
written

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agreement of the other party, except as may be required by law or the
requirements of the NASDAQ National Market System.

6.09 Obligations of Acquiror Sub. Acquiror shall take all action
necessary to cause Acquiror Sub to perform its obligations under this Agreement
and to consummate the Merger on the terms and conditions set forth in this
Agreement.

6.10 Measures to Enhance Liquidity of Acquiror Stock. During the one
year period following the Effective Time and to the extent permitted by
applicable laws and consistent with sound business practice and applicable
fiduciary duties, Acquiror shall take reasonable actions, including without
limitation, the repurchase of stock pursuant to section 225.4(b) of the Federal
Reserve Board's Regulation Y to enhance the liquidity of its stock. The price
for such repurchased shares shall be determined pursuant to the formula
contained in section 2.01(d) of this Agreement; provided, however, that the last
three sentences of section 2.01(d) regarding the book value of Acquiror shall be
disregarded.

6.11 Indemnification. From and after the Effective Time, Acquiror
shall cause the Surviving Corporation to indemnify, defend and hold harmless the
present and former officers, directors, employees, agents and representatives of
the Company and its Subsidiaries (collectively, the "Indemnified Parties")
against all losses, expenses, claims, damages or liabilities to the extent
provided for under Chapter 180 of the Wisconsin Law. This section 6.11 is
intended to benefit the Indemnified Parties and shall be binding on all
successors and assigns of the Company, its Subsidiaries and the Surviving
Corporation.

ARTICLE VII

CLOSING CONDITIONS

7.01 Conditions to Obligations of Each Party Under This Agreement.
The respective obligations of each party to effect the Merger and the other
transactions contemplated by this Agreement shall be subject to the satisfaction
at or prior to the Effective Time of the following conditions, any or all of
which may be waived, in whole or in part, to the extent permitted by applicable
law:

(a) Shareholder Approval. This Agreement and the Merger
shall have been approved by the requisite vote of the shareholders of the
Company.

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(b) No Action or Proceeding. There shall not have been
instituted and there shall not be pending any action or proceeding by a
Governmental Entity, and no such action or proceeding shall have been
approved by a Governmental Entity with authority to institute such an action or
proceeding, before any court of competent jurisdiction or governmental agency
or regulatory or administrative body, and no order or decree shall have been
entered in any action or proceeding before such court, agency or body of
competent jurisdiction: (i) imposing or seeking to impose limitations on the
ability of Acquiror to acquire or hold or to exercise full rights of ownership
of any securities of the Company or any of its Subsidiaries; (ii) imposing or
seeking to impose limitations on the ability of Acquiror to combine and operate
the business and assets of the Company with any of Acquiror's Subsidiaries or
other operations; (iii) imposing or seeking to impose other sanctions, damages
or liabilities arising out of the Merger on Acquiror, Acquiror Sub, the Company
or any of their officers or directors; (iv) requiring or seeking to require
divestiture by Acquiror of all or any material portion of the business, assets
or property of the Company and its Subsidiaries; or (v) restraining, enjoining
or prohibiting or seeking to restrain, enjoin or prohibit the consummation of
the Merger, in each case, with respect to clauses (i) through (iv) above, which
would or is reasonably likely to result in a Company Material Adverse Effect at
or prior to or after the Effective Time or, with respect to clauses (i) through
(v) above, which would or is reasonably likely to subject any of their
respective officers or directors to any penalty or criminal liability.
Notwithstanding the foregoing, prior to invoking the condition set forth in
this section 7.01(b), the party seeking to invoke it shall have used its
reasonable efforts to have any such pending or approved action or proceeding
withdrawn or dismissed or such order or decree vacated.

(c) BHC Act and Wisconsin Law. The applicable approvals
and any applicable waiting periods under the BHC Act and the Wisconsin Law
and Wisconsin Banking Laws shall have been received, waived or terminated and
all notices required by such acts given.

(d) Other Approvals or Notices. All other consents,
waivers, approvals and authorizations required to be obtained from, and all
filings or notices required to be made with, any Government Entity by Acquiror
or the Company or any Subsidiary prior to consummation of the transactions
contemplated in this Agreement (other than the filing and recordation of
Merger documents in accordance with the Wisconsin Law) shall have been
obtained from and made with all required Governmental Entities, except for
such consents, waivers, approvals or authorizations which the failure to
obtain, or such filings or notices which the failure to make, would not have
a Company Material Adverse Effect prior to or after the Effective Time or an
Acquiror Material Adverse Effect

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before or after the Effective Time or be reasonably likely to subject the
Company, Acquiror, Acquiror Sub or any of their respective Subsidiaries or any
of their respective officers, directors, employees, agents or representatives
to substantial penalty or criminal liability.

(e) Federal Tax Opinion. An opinion of Davis & Kuelthau,
S.C. shall have been obtained with respect to the Merger, based on customary
reliance and subject to customary qualification to the effect that for
federal income tax purposes:

(i) the Merger will qualify as a
reorganization under Section 368 of the Code;

(ii) no gain or loss will be recognized
by any shareholder of the Company (except in connection with the receipt of
cash) upon the exchange of Company Common Stock solely for Acquiror Common
Stock in the Merger;

(iii) the basis of the Acquiror Common
Stock received by Company shareholders in the transaction will be the same as
the basis of their Company Common Stock surrendered in exchange therefor;

(iv) the holding period of the Acquiror
Common Stock received by Company shareholders in the exchange will include the
holding period for their Company Common Stock exchanged therefor, provided that
their Company Common Stock was held as a capital asset on the date of the
exchange;

(v) where Company shareholders receive
cash or Notes for their Company Common Stock or receive cash by exercising
dissenters' rights, the cash will be treated as having been received by such
shareholders as a distribution in redemption of their Company Common Stock,
subject to the provisions and limitations of Section 302, of the Code;

(vi) cash received by Company
shareholders in lieu of fractional shares of Acquiror will be treated as if the
fractional shares were distributed as part of the exchange and then were
redeemed by Acquiror; and

(vii) the transaction will not result in
recognition of gain or loss by Company.

Such opinion shall be delivered on such date as may be required by the
SEC in connection with the registration of the Acquiror Common

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Stock to be used in connection with the Merger. Notwithstanding anything else
in the Agreement to the contrary, the condition contained in this section
7.01(e) must be satisfied or waived by the Company on or prior to the earlier
of (a) the 15th business day following the date of this Agreement or (b) the
date upon which the Acquiror files the Registration Statement.

If the condition contained in this section 7.01(e) is not satisfied or waived
by such date, the Company shall continue to use reasonable efforts to have such
condition satisfied, and Acquiror shall be entitled to terminate this Agreement
at any time after such date and until such condition is satisfied or waived by
the Company.

7.02 Additional Conditions to Obligations of Acquiror and Acquiror
Sub. The obligations of Acquiror and Acquiror Sub to effect the Merger and the
other transactions contemplated in this Agreement are also subject to the
satisfaction at or prior to the Effective Time of the following conditions, any
or all of which may be waived, in whole or in part:

(a) Representations and Warranties. Each of the
representations and warranties of the Company contained in this Agreement shall
have been true and correct in all material respects when made and the
information contained therein, as updated by any Update Schedule, taken as a
whole, shall not have materially adversely changed; each of the representations
and warranties contained in this Agreement shall be true and correct in all
material respects as of the Effective Time. Acquiror shall have received a
certificate of the Chairman of the Board of Directors of the Company to that
effect.

(b) Agreements and Covenants. The Company shall have
performed or complied in all material respects with all agreements and
covenants required by this Agreement to be performed or complied with by it on
or prior to the Effective Time, except to the extent failure to perform is
caused by or is consented to by Acquiror or Acquiror Sub. Any breach by the
Company of its obligations under sections 5.01, 5.02, 5.04, 6.01 and 6.07 shall
be deemed to be material noncompliance for purposes of this section 7.02(b).
Acquiror shall have received a certificate of the Chairman of the Board and
Secretary of the Company to that effect.

(c) Consents Under Agreements. The Company shall have
obtained the third-party consents described in subsection 6.06(b)(i), except
those for which the failure to obtain such consents and approvals would not
have a Company Material Adverse Effect prior to or after the Effective Time
or an Acquiror Material Adverse Effect before or after the Effective Time,
other than as contemplated by subsection 6.06(b)(i).

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(d) Opinion of Counsel. The Acquiror and the Acquiror Sub
shall have received an opinion of Messrs. Davis & Kuelthau, s.c. counsel
to the Company, addressed to Acquiror and Acquiror Sub, dated as of
the Effective Time, and satisfactory in form and substance to Acquiror,
Acquiror Sub and its counsel, to the following effect:

(i) The Company and each Subsidiary is a corporation existing
under the laws of the State of Wisconsin and, based solely on a certificate
of the Secretary of State of Wisconsin, (a) has filed with the Secretary of
State 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 Secretary of State that grounds exist
for such action with respect to the Company or any Subsidiary; (d) no filing
has been made with the Secretary of State of a decree of dissolution with
respect to the Company or any Subsidiary; and (e) Articles of Dissolution
of the Company or any Subsidiary have not been filed with the
Secretary of State. Immediately prior to the Effective Time, the Company
was the sole registered holder of record of the number of shares of stock or
equity interests in its Subsidiaries as is set forth in the Agreement and the
Company Disclosure Schedule with respect to section 3.03(d). The Company and
its Subsidiaries have the corporate power to carry on their respective
businesses as currently being conducted.

(ii) The Agreement and Plan of Merger (the "Agreement") is a legal,
valid and binding obligation of the Company (a) except as the Agreement may
be limited by bankruptcy, insolvency, reorganization, moratorium or other
similar laws now or hereafter in effect relating to creditors' rights
generally; and (b) subject to general principles of equity including, without
limitation, concepts of materiality, reasonableness, good faith and fair
dealing and the possible unavailability of specific performance, injunctive
relief or other equitable remedies, regardless of whether considered in a
proceeding in equity or at law. Counsel expresses no opinion with
respect to section 8.03(e) of the Agreement. The execution, delivery and
performance by the Company of the Agreement have been duly authorized by
all necessary corporation action, including the requisite approval of the
shareholders of the Company. Under the Wisconsin Business Corporation Law
and the Company's Articles of Incorporation and By-Laws, the Company's
shareholders and Board of Directors properly approved the Merger in
accordance with the terms of the Agreement. Upon filing the Articles of
Merger as contemplated by the Agreement, the Merger shall be effective under
Wisconsin law.

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(iii) The execution and delivery of the Agreement and the
performance by the Company of its terms do not [a] contravene or conflict with
any provision of the Articles of Incorporation or By-Laws of the Company;
or [b] violate any order, judgment or decree of any Wisconsin or federal
court or governmental instrumentality to which the Company is subject and of
which such counsel has knowledge.

(iv) The authorized capital stock of the Company
consists of 200,000 shares of capital stock which are comprised of 0 shares
of preferred stock, 200,000 authorized shares of Company Common Stock, par
value $1.00 per share, of which 830 shares are issued and outstanding, fully
paid and nonassessable except as set forth in Wisconsin Statutes section
180.0622(2)(b), as interpreted. To the knowledge of such counsel, the
Company does not have outstanding any stock or securities convertible into
or exchangeable for any shares of capital stock or any preemptive rights or
other rights to subscribe for or to purchase, or any options for the
purchase of, or any agreements providing for the issuance (contingent or
otherwise) of, or any calls, commitments, rights or claims of any other
character relating to the issuance of, any capital stock or any stock
or securities convertible into or exchangeable for any capital stock other
than as set forth in [a] the Articles of Incorporation and [b] the Agreement
or the Disclosure Schedules. To the knowledge of such counsel, except
as set forth in the Articles of Incorporation and as set forth in the
Agreement or the Disclosure Schedules, the Company is not subject to any
obligation (contingent or otherwise) to repurchase or otherwise acquire or
retire any shares of capital stock of the Company.

(v) There are no preemptive rights of stockholders under the
Articles of Incorporation of the Company or as a matter of law under the
Business Corporation Law of Wisconsin with respect to the Agreement or the
Merger.

(vi) To the knowledge of such counsel, there is no action,
suit, investigation or proceeding pending or threatened against the
Company or any properties or rights of the Company by or before any
court, arbitrator or administrative or governmental body which questions the
validity of the Agreement or any action which has been or is to be taken by the
Company thereunder.

(e) There shall not have been a material adverse change in the
anticipated losses, net of anticipated recoveries, on loans outstanding
from the Bank as compared to the allowance for possible loan losses
shown on the most recent financial statement of the Bank delivered to
Acquiror, as required by generally accepted accounting principles and
applicable laws and regulations.

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7.03 Additional Conditions to Obligations of the Company. The
obligation of the Company to effect the Merger and the other transactions
contemplated in this Agreement is also subject to the satisfaction at or
prior to the Effective Time of the following conditions, any or all of which
may be waived, in whole or in part;

(a) Representations and Warranties. Each of the
representations and warranties of Acquiror contained in this Agreement:
(A) with respect to those representations and warranties that are qualified
by reference to "materiality" or "Acquiror Material Adverse Effect," shall
have been true and correct when made and shall be true and correct in all
respects as of the Effective Time, as though made on and as of the Effective
Time and (B) with respect to all other representations and warranties shall
have been true and correct when made and, shall be true and correct in all
material respects as of the Effective Time, as though made on and as of the
Effective Time. The Company shall have received a certificate of the Chief
Executive Officer and Chief Financial Officer of Acquiror to that effect.

(b) Agreements and Covenants. Acquiror and Acquiror Sub shall
have performed or complied in all material respects with all agreements and
covenants required by this Agreement to be performed or complied with by
each of them on or prior to the Effective Time. The Company shall have
received a certificate of the Chief Executive Officer and Chief Financial
Officer of Acquiror to that effect.

(c) Registration and NASDAQ Listing. The shares of Acquiror Common
Stock to be delivered to the stockholders of the Company pursuant to this
Agreement shall have been registered under the Act and authorized for listing
on the NASDAQ National Market System upon official notice of issuance.

(d) Opinion of Counsel. The Company shall have received an
opinion of Messrs. Reinhart, Boerner, Van Deuren, Norris & Rieselbach,
s.c., counsel to Acquiror and Acquiror Sub, addressed to the Company, dated
as of the Effective Time, and satisfactory in form and substance to the
Company and its counsel, to the following effect:

(i) Acquiror is a corporation existing in good standing under the
laws of the State of Wisconsin, based solely on a certificate of

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the Wisconsin Secretary of State. Acquiror Sub is a corporation existing
in good standing under the laws of the state of Wisconsin, based solely on a
certificate of the Wisconsin Secretary of State. Acquiror owns, directly or
indirectly, all of the capital stock of Acquiror Sub and all other
subsidiaries set forth in Acquiror's reports and schedules.

(ii) The execution, delivery and performance of the Agreement and
Plan of Merger (the "Agreement") has been duly authorized by all requisite
corporate action on the part of Acquiror and Acquiror Sub. The Agreement
constitutes the legally valid and binding obligations of Acquiror and
Acquiror Sub, enforceable in accordance with its terms, subject to the
following qualifications: [a] the enforceability against Acquiror or
Acquiror Sub of the Agreement in accordance with its terms may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
creditors' rights generally; [b] the enforceability of the Agreement is
subject to the effect of general principles of equity and the possible
unavailability of specific performance or injunctive relief regardless of
whether considered in a proceeding in equity or at law; and [c] no opinion
is expressed as to any provision of the Agreement providing for the
indemnification of persons for liability under federal or other securities
laws.

(iii)The authorized Stock of Acquiror consists of 10,000,000
shares of common stock, $.10 par value, and 100,000 shares of preferred
stock, $1.00 par value, of which 1,986,035 shares of Acquiror Common Stock
are outstanding. Such shares are fully paid and nonassessable, except as
set forth in Wisconsin Statutes section 180.0622(2)(b), as interpreted. To
the knowledge of such counsel, the Acquiror does not have outstanding
any Stock or securities convertible into or exchangeable for any shares
of capital stock or any preemptive rights or other rights to subscribe for
or to purchase, or any options for the purchase of, or any agreements
providing for the issuance (contingent or otherwise) of, or any calls,
commitments, rights or claims of any other character relating to the
issuance of, any capital stock or stock or securities convertible into or
exchangeable for any capital stock other than as set forth in (a) the
Articles of Incorporation of Acquiror, (b) the Agreement or the
Disclosure Schedules of Acquiror or (c) the Registration Statement.

(iv) There are no preemptive rights of stockholders under the
Articles of Incorporation of the Acquiror or as a matter of law under the
Business Corporation Law of Wisconsin with respect to the Agreement or the
Merger.

(v) To the knowledge of such counsel, there is no action,
suit, investigation or proceeding pending or threatened against the
Acquiror or any properties or rights of Acquiror by or before any court,
arbitrator or

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administrator or governmental body which questions the validity of the
Agreement or any action which has been or is to be taken by Acquiror
thereunder.

ARTICLE VIII

TERMINATION, AMENDMENT AND WAIVER

8.01 Termination. This Agreement may be terminated at any time prior to
the Effective Time, whether before or after approval of this Agreement and the
Merger by the shareholders of the Company:

(a) by mutual written consent of Acquiror and the Company;

(b) by either Acquiror or the Company in the event the conditions to
such party's (the "Nonfailing Party") obligations under Article VII shall not
have been met or waived by the Nonfailing Party on or prior to December 31,
1995 (provided, however, that this date may be extended by any party by written
notice to the other parties for not more than 60 days thereafter if the Merger
shall not have been consummated as a direct result of such party's (the
"Failing Party") having failed (i) to satisfy the conditions in subsection
7.01(c) or (d), (ii) to resolve any action or proceeding as required by
subsection 7.01(b) or (iii) to cure any failure by the Failing Party to perform
in all material respects any other covenant or agreement required by this
Agreement to be performed or complied with by the Failing Party prior to the
Effective Time which is capable of being cured), but only if the party
terminating has not caused the condition giving rise to termination to be not
satisfied through its own action or inaction;

(c) by either Acquiror or the Company if any decree, permanent
injunction, judgment, order or other action by any court of competent
jurisdiction or any Governmental Entity preventing or prohibiting consummation
of the Merger shall have become final and nonappealable;

(d) by Acquiror, if (A) the Board of Directors of the Company
withdraws, modifies or changes in a manner materially adverse to Acquiror its
recommendation of this Agreement or Merger or shall have resolved to do any of
the foregoing, or (B) the Board of Directors of the Company shall have
recommended to the shareholders of the Company any proposed acquisition of the
Company by any Person or any "group" (as such term is defined under section
13(d) of the Exchange Act) other than Acquiror and its Affiliates by (i)
merger, consolidation, share exchange, business combination or other similar
transaction, (ii) purchase of all or a substantial part of the assets of the
Company

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and its Subsidiaries, taken as a whole, or (iii) the acquisition of more than
50% of the Company's outstanding equity securities (a "Competing Transaction")
or resolved to do so, or (C) a tender offer or exchange offer for 50% or more
of the outstanding shares of capital stock of the Company is commenced, the
Board of Directors of the Company, within 10 business days after such tender
offer or exchange offer is so commenced, either fails to recommend against
acceptance of such tender offer or exchange offer by its shareholders or takes
no position with respect to the acceptance of such tender offer or exchange
offer by its shareholders;

(e) by either Acquiror or Company, if any Update Schedule contains
disclosures of any fact or condition which makes untrue, or shows to have been
untrue, any representation or warranty by the Company or Acquiror in this
Agreement, unless concurrently with the delivery of the Update Schedule, the
Company or Acquiror, represents and warrants that the disclosed fact or
condition can and will be corrected at the Company's shareholders or Acquiror's
expense, as the case may be, prior to the Effective Time; provided that the
effect of the fact or condition so disclosed upon the representation or
warranty so affected constitutes a Company Material Adverse Effect.

8.02 Effect of Termination. Subject to the remedies of the parties set
forth in section 8.03(c), in the event of the termination of this Agreement
pursuant to section 8.01, this Agreement shall forthwith become void, and,
subject to sections 8.03(c) and (d), there shall be no liability under this
Agreement on the part of Acquiror, Acquiror Sub or the Company or any of their
respective officers or directors and all rights and obligations of each party
hereto shall cease. The Acquiror's Confidentiality Agreement shall survive any
termination of this Agreement.

8.03 Expenses.

(a) Except as provided in section 8.03(c), all Expenses incurred by
the parties shall be borne solely and entirely by the party which has incurred
the same. The Company shall pay for all Expenses related to printing, filing
and mailing the Proxy Statement and all regulatory filing fees incurred in
connection with the Proxy Statement. Acquiror shall pay for all expenses in
connection with the registration under federal and state securities laws of the
shares of Acquiror Common Stock to be delivered pursuant to this Agreement.

(b) "Expenses" as used in this Agreement shall include all reasonable
out-of-pocket expenses (including, without limitation, all fees and expenses of
counsel, accountants, investment bankers, experts and consultants to a

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party and its Affiliates) incurred by a party or on its behalf in connection
with or related to the authorization, preparation, negotiation, execution and
performance of this Agreement, the preparation printing and mailing of the
Proxy Statement, and any registration statement, the solicitation of
shareholder approvals and all other matters related to the closing of the
transactions contemplated by this Agreement.

(c) The Company and Acquiror each agree that with respect to any
termination of this Agreement pursuant to section 8.01(b) as a direct result of
a material intentional breach by a party of any of its covenants or agreements
contained in this Agreement, all remedies available to the other party either
in law or equity shall be preserved and survive the termination of this
Agreement.

(d) If all conditions to the obligations of a party at Closing
contained in Article VII of this Agreement have been satisfied (or waived by
the party entitled to waive such conditions), and the other party does not
proceed with the Closing, all remedies available to the other parties, either
at law or in equity, on account of such failure to close, including, without
limitation, the right to seek specific performance of this Agreement as well as
the right to pursue a claim for damages on account of a breach of this
Agreement, shall be preserved and shall survive any termination of this
Agreement.

(e) The Company agrees that if this Agreement is terminated pursuant
to section 8.01(d), Company shall pay to Acquiror the sum of $75,000. Such
payment shall be made as promptly as practicable but in no event later than the
third business day following termination of this Agreement and shall be made by
wire transfer of immediately available funds to an account designated by
Acquiror. The Company and Acquiror each agree that the payment provided for in
section 8.03(e) shall be the sole and exclusive remedy of Acquiror upon any
termination of this Agreement as described in section 8.03(e) and such remedies
shall be limited to the sum stipulated in section 8.03(e) regardless of the
circumstances (including willful or deliberate conduct) giving rise to such
termination.

ARTICLE IX

GENERAL PROVISIONS

9.01 Non-Survival of Representations and Warranties. The respective
representations and warranties of the parties in this Agreement shall expire
with, and be terminated and extinguished upon, consummation of the

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Merger or termination of this Agreement, and thereafter neither the Company,
Acquiror nor any of their respective officers, directors or employees shall
have any liability whatsoever with respect to any such representation or
warranty. This section 9.01 shall have no effect upon any other obligation of
the parties hereto, whether to be performed before or after consummation of the
Merger.

9.02 Notices. All notices and other communications given or made pursuant
to this Agreement shall be in writing and shall be deemed to have been duly
given or made upon receipt, if delivered personally, on the third business day
following deposit in the U.S. mail if mailed by registered or certified mail
(postage prepaid, return receipt requested) to the parties at the following
addresses (or at such other address for a party as shall be specified by like
changes of address) or when sent by electronic transmission to the telecopier
number specified below with receipt acknowledged:

(a) If to Acquiror or Acquiror Sub:

State Financial Services Corporation
10708 West Janesville Road
P.O. Box 467
Hales Corners, WI 53130-0467
Telecopier No: 414-425-8939
Attention: Michael J. Falbo, President

With a copy to:

Reinhart, Boerner, Van Deuren,
Norris & Rieselbach, s.c.
1000 North Water Street
P.O. Box 92900
Milwaukee, WI 53202-0900
Telecopier No: 414-298-8097
Attention: Ulice Payne, Jr., Esq.
James M. Bedore, Esq.

(b) If to the Company:

Waterford Bancshares, Inc.
217 North Milwaukee Street
Waterford, WI 53185
Telecopier No: 414-534-6667
Attention: Frances Koukol, Secretary

47
<PAGE> 170

With a copy to:

Davis & Kuelthau, S.C.
111 East Kilbourn Avenue Street
Milwaukee, WI 53202
Telecopier No: 414-276-9369
Attention: Erich Mildenberg

9.03 Amendment. This Agreement may be amended by the parties by action
taken by or on behalf of their respective Boards of Directors at any time prior
to the Effective Time; provided, however, that after approval of this Agreement
by the shareholders of the Company, no amendment may be made without further
approval of such shareholders, which amendment would reduce the amount or
change the type of consideration into which each share of Company Common Stock
shall be converted pursuant to this Agreement upon consummation of the Merger.
This Agreement may not be amended except by an instrument in writing signed by
each of the parties hereto.

9.04 Waiver. At any time prior to the Effective Time, any party may (a)
extend the time for the performance of any of the obligations or other acts of
any other party, (b) waive any inaccuracies in the representations and
warranties of any other party contained in this Agreement or in any document
delivered pursuant to this Agreement and (c) waive compliance by any other
party with any of the agreements or conditions contained in this Agreement.
Notwithstanding the foregoing, no failure or delay by either party in
exercising any right, power or privilege hereunder shall operate as a waiver
thereof nor shall any single or partial exercise thereof preclude any other or
further exercise of any other right, power or privilege. The rights and
remedies herein provided shall be cumulative and not exclusive of any rights or
remedies provided by law. Any such extension or waiver shall be valid if set
forth in an instrument in writing signed by a party or parties to be bound
thereby.

9.05 Headings. The headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Agreement.

9.06 Severability. If any term or other provision of this Agreement is
finally adjudicated by a court of competent jurisdiction to be invalid, illegal
or incapable of being enforced by any rule of law or public policy, all other
conditions and provisions of this Agreement shall nevertheless remain in full
force and effect so long as the economic or legal substance of the transactions
<PAGE> 171

contemplated hereby is not affected in any manner materially adverse to any
party. Upon such determination that any term or other provision is invalid,
illegal or incapable of being enforced, the parties shall negotiate in good
faith to modify this Agreement so as to effect the original intent of the
parties as closely as possible in an acceptable manner to the end that
transactions contemplated hereby are fulfilled to the extent possible.

9.07 Entire Agreement. This Agreement (together with the Acquiror's
Confidentiality Agreement the Exhibits, the disclosure schedules to this
Agreement and the other documents delivered pursuant hereto), constitutes the
entire agreement of the parties and supersedes all prior agreements and
undertakings, both written and oral, between the parties, or any of them, with
respect to the subject matter hereof.

9.08 Assignment. This Agreement shall not be assigned, whether by
operation of law or otherwise.

9.09 Parties in Interest. This Agreement shall be binding upon and inure
solely to the benefit of and be enforceable by each party and its respective
successors, and nothing in this Agreement, express or implied, other than
pursuant to section 2.04 and section 6.09 or the right to receive the
consideration payable in the Merger pursuant to Article II, is intended to or
shall confer upon any other Person any right, benefit or remedy of any nature
whatsoever under or by reason of this Agreement.

9.10 Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Wisconsin, regardless of the laws
that might otherwise govern under applicable principles of conflicts of law.

9.11 Counterparts. This Agreement may be executed by facsimile and in one
or more counterparts, and by the different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
but all of which taken together shall constitute one and the same agreement.
<PAGE> 172

9.12 Branching. Acquiror will not merge the Bank into a banking
subsidiary corporation and operate the Bank as a branch at any time prior to
the third anniversary of the Closing.

STATE FINANCIAL SERVICES
CORPORATION

BY /s/ Michael J. Falbo
----------------------------------
Michael J. Falbo, President &
Chief Executive Officer

WBAC, INC.

BY /s/ Michael J. Falbo
----------------------------------
Michael J. Falbo, President &
Chief Executive Officer

WATERFORD BANCSHARES, INC.

BY /s/ Oliver DeHart
----------------------------------
Oliver DeHart, Chairman of the Board
<PAGE> 173

EXHIBIT B

WISCONSIN STATUTES

CHAPTER 180

BUSINESS CORPORATIONS

SUBCHAPTER XIII

DISSENTERS' RIGHTS

180.1301 DEFINITIONS. In ss. 180.1301 to 180.1331:

(1) "Beneficial Shareholder" means a person who is a beneficial owner of
shares held by a nominee as the shareholder.

(1M) "Business Combination" has the meaning given in s. 180.1130 (3).

(2) "Corporation" means the issuer corporation or, if the corporate action
giving rise to dissenters' rights under s. 180.1302 is a merger or share
exchange that has been effectuated, the surviving domestic corporation or
foreign corporation of the merger or the acquiring domestic corporation or
foreign corporation of the share exchange.

(3) "Dissenter" means a shareholder or beneficial shareholder who is
entitled to dissent from corporate action under s. 180.1302 and who exercises
that right when and in the manner required by ss. 180.1320 to 180.1328.

(4) "Fair Value", with respect to a dissenter's shares other than in a
business combination, means the value of the shares immediately before the
effectuation of the corporate action to which the dissenter objects,
excluding any appreciation or depreciation in anticipation of the corporate
action unless exclusion would be inequitable. "Fair value", with respect to
a dissenter's shares in a business combination, means market value, as
defined in s. 180.1130 (9) (a) 1. to 4.

(5) "Interest" means interest from the effectuation date of the corporate
action until the date of payment, at the average rate currently paid

1
<PAGE> 174

by the corporation on its principal bank loans or, if none, at a rate that
is fair and equitable under all of the circumstances.

(6) "Issuer Corporation" means a domestic corporation that is the issuer
of the shares held by a dissenter before the corporate action.

HISTORY: 1989 a. 303; 1991 a. 16.

180.1302 RIGHT TO DISSENT. (1) Except as provided in sub. (4) and s.
180.1008 (3), a shareholder or beneficial shareholder may dissent from, and
obtain payment of the fair value of his or her shares in the event of, any
of the following corporate actions:

(a) Consummation of a plan of merger to which the issuer corporation is a
party if any of the following applies:

1. Shareholder approval is required for the merger by s. 180.1103 or by
the articles of incorporation.

2. The issuer corporation is a subsidiary that is merged with its parent
under s. 180.1104.

(b) Consummation of a plan of share exchange if the issuer corporation's
shares will be acquired, and the shareholder or the shareholder holding
shares on behalf of the beneficial shareholder is entitled to vote on the
plan.

(c) Consummation of a sale or exchange of all, or substantially all, of
the property of the issuer corporation other than in the usual and regular
course of business, including a sale in dissolution, but not including any
of the following:

1. A sale pursuant to court order.

2. A sale for cash pursuant to a plan by which all or substantially all
of the net proceeds of the sale will be distributed to the shareholders
within one year after the date of sale.

(d) Except as provided in sub. (2), any other corporate action taken
pursuant to a shareholder vote to the extent that the articles of
incorporation, bylaws or a resolution of the board of directors provides
that

<PAGE> 175

the voting or nonvoting shareholder or beneficial shareholder may dissent and
obtain payment for his or her shares.

(2) Except as provided in sub. (4) and 180.1008 (3), the articles of
incorporation may allow a shareholder or beneficial shareholder to dissent
from an amendment of the articles of incorporation and obtain payment of the
fair value of his or her shares if the amendment materially and adversely
affects rights in respect of a dissenter's share because it does any of the
following:

(a) Alters or abolishes a preferential right of the shares.

(b) Creates, alters or abolishes a right in respect of redemption,
including a provision respecting a sinking fund for the redemption or
repurchase, of the shares.

(d) Excludes or limits the right of the shares to vote on any matter or
to cumulate votes, other than a limitation by dilution through issuance of
shares or other securities with similar voting rights.

(e) Reduces the number of shares owned by the shareholder or beneficial
shareholder to a fraction of a share if the fractional share so created is to
be acquired for cash under s. 180.0604.

(3) Notwithstanding sub. (1) (a) to (c), if the issuer corporation is a
statutory close corporation under ss. 180.1801 to 180.1837, a shareholder of
the statutory close corporation may dissent from a corporate action and
obtain payment of the fair value of his or her shares, to the extent
permitted under sub. (1) (d) or (2) or s. 180.1803, 180.1813 (1) (d) or (2)
(b), 180.1815 (3) or 180.1829 (1) (c).

(4) Except in a business combination or unless the articles of
incorporation provide otherwise, subs. (1) and (2) do not apply to the
holders of shares of any class or series if the shares of the class or
series are registered on a national securities exchange or quoted on the
national association of securities dealers, inc., automated quotations
system on the record date fixed to determine the shareholders entitled to
notice of a shareholders meeting at which shareholders are to vote on the
proposed corporate action.

<PAGE> 176

(5) Except as provided in s. 180.1833, a shareholder or beneficial
shareholder entitled to dissent and obtain payment for his or her shares
under ss. 180.1301 to 180.1331 may not challenge the corporate action
creating his or her entitlement unless the action is unlawful or fraudulent
with respect to the shareholder, beneficial shareholder or issuer
corporation.

HISTORY: 1989 a. 303; 1991 a. 16.

180.1303 DISSENT BY SHAREHOLDERS AND BENEFICIAL SHAREHOLDERS. (1) A
shareholder may assert dissenters' rights as to fewer than all of the shares
registered in his or her name only if the shareholder dissents with respect
to all shares beneficially owned by any one person and notifies the
corporation in writing of the name and address of each person on whose
behalf he or she asserts dissenters' rights. The rights of a shareholder
who under this subsection asserts dissenters' rights as to fewer than all of
the shares registered in his or her name are determined as if the shares as
to which he or she dissents and his or her other shares were registered in
the names of different shareholders.

(2) A beneficial shareholder may assert dissenters' rights as to shares
held on his or her behalf only if the beneficial shareholder does all of the
following:

(a) Submits to the corporation the shareholder's written consent to the
dissent not later than the time that the beneficial shareholder asserts
dissenters' rights.

(b) Submits the consent under para. (a) with respect to all shares of
which he or she is the beneficial shareholder.

HISTORY: 1989 a. 303.

180.1320 NOTICE OF DISSENTERS' RIGHTS. (1) If proposed corporate action
creating dissenters' rights under s. 180.1302 is submitted to a vote at a
shareholders' meeting, the meeting notice shall state that shareholders and
beneficial shareholders are or may be entitled to assert dissenters' rights
under ss. 180.1301 to 180.1331 and shall be accompanied by a copy of those
sections.

(2) If corporate action creating dissenters' rights under s. 180.1302 is
authorized without a vote of shareholders, the corporation

<PAGE> 177

shall notify, in writing and in accordance with s. 180.0141, all
shareholders entitled to assert dissenters' rights that the action was
authorized and send them the dissenters' notice described in s. 180.1322.

HISTORY: 1989 a. 303.

180.1321 NOTICE OF INTENT TO DEMAND PAYMENT. (1) If proposed corporate
action creating dissenters' rights under s. 180.1302 is submitted to a vote
at a shareholders' meeting, a shareholder or beneficial shareholder who
wishes to assert dissenters' rights shall do all of the following:

(a) Deliver to the issuer corporation before the vote is taken written
notice that complies with s. 180.0141 of the shareholder's or beneficial
shareholder's intent to demand payment for his or her shares if the proposed
action is effectuated.

(b) Not vote his or her shares in favor of the proposed action.

(2) A shareholder or beneficial shareholder who fails to satisfy sub. (1)
is not entitled to payment for his or her shares under ss. 180.1301 to
180.1331.

HISTORY: 1989 a. 303.

180.1322 DISSENTERS' NOTICE. (1) If proposed corporate action creating
dissenters' rights under s. 180.1302 is authorized at a shareholders'
meeting, the corporation shall deliver a written dissenters' notice to all
shareholders and beneficial shareholders who satisfied s. 180.1321.

(2) The dissenters' notice shall be sent no later than 10 days after the
corporate action is authorized at a shareholders' meeting or without a vote
of shareholders, whichever is applicable. The dissenters' notice shall
comply with s. 180.0141 and shall include or have attached all of the
following:

(a) A statement indicating where the shareholder or beneficial shareholder
must send the payment demand and where and when certificates for certificated
shares must be deposited.

(b) For holders or uncertificated shares, an explanation of the extent to
which transfer of the shares will be restricted after the payment demand is
received.

<PAGE> 178

(c) A form for demanding payment that includes the date of the first
announcement to news media or to shareholders of the terms of the proposed
corporate action and that requires the shareholder or beneficial shareholder
asserting dissenters' rights to certify whether he or she acquired beneficial
ownership of the shares before that date.

(d) A date by which the corporation must receive the payment demand,
which may not be fewer than 30 days nor more than 60 days after the date on
which the dissenters' notice is delivered.

(e) A copy of ss. 180.1301 to 180.1331.

HISTORY: 1989 a. 303.

180.1323 DUTY TO DEMAND PAYMENT. (1) A shareholder or beneficial
shareholder who is sent a dissenters' notice described in s. 180.1322, or a
beneficial shareholder whose shares are held by a nominee who is sent a
dissenters' notice described in s. 180.1322, must demand payment in writing
and certify whether he or she acquired beneficial ownership of the shares
before the date specified in the dissenters' notice under s. 180.1322 (2)
(c). A shareholder or beneficial shareholder with certificated shares must
also deposit his or her certificates in accordance with the terms of the
notice.

(2) A shareholder or beneficial shareholder with certificated shares who
demands payment and deposits his or her share certificates under sub. (1)
retains all other rights of a shareholder or beneficial shareholder until
these rights are canceled or modified by the effectuation of the corporate
action.

(3) A shareholder or beneficial shareholder with certificated or
uncertificated shares who does not demand payment by the date set in the
dissenters' notice, or a shareholder or beneficial shareholder with
certificated shares who does not deposit his or her share certificates where
required and by the date set in the dissenters' notice, is not entitled to
payment for his or her shares under ss. 180.1301 to 180.1331.

HISTORY: 1989 a. 303.

180.1324 RESTRICTIONS ON UNCERTIFICATED SHARES. (1) The issuer
corporation may restrict the transfer of uncertificated shares from the date

<PAGE> 179

that the demand for payment for those shares is received until the corporate
action is effectuated or the restrictions released under s. 180.1326.

(2) The shareholder or beneficial shareholder who asserts dissenters'
rights as to uncertificated shares retains all of the rights of a
shareholder or beneficial shareholder, other than those restricted under
sub. (1), until these rights are canceled or modified by the effectuation of
the corporate action.

HISTORY: 1989 a. 303.

180.1325 PAYMENT. (1) Except as provided in s. 180.1327, as soon as the
corporate action is effectuated or upon receipt of a payment demand,
whichever is later, the corporation shall pay each shareholder or beneficial
shareholder who has complied with s. 180.1323 the amount that the
corporation estimates to be the fair value of his or her shares, plus
accrued interest.

(2) The payment shall be accompanied by all of the following:

(a) The corporation's latest available financial statements, audited and
including footnote disclosure if available, but including not less than a
balance sheet as of the end of a fiscal year ending not more than 16 months
before the date of payment, an income statement for that year, a statement
of changes in shareholders' equity for that year and the latest available
interim financial statements, if any.

(b) A statement of the corporation's estimate of the fair value of the
shares.

(d) A statement of the dissenter's right to demand payment under s.
180.1328 if the dissenter is dissatisfied with the payment.

(e) A copy of ss. 180.1301 to 180.1331.

HISTORY: 1989 a. 303.

180.1326 FAILURE TO TAKE ACTION. (1) If an issuer corporation does not
effectuate the corporate action within 60 days after the date set under
s. 180.1322 for demanding payment, the issuer corporation shall return the

<PAGE> 180

deposited certificates and release the transfer restrictions imposed on
uncertificated shares.

(2) If after returning deposited certificates and releasing transfer
restrictions, the issuer corporation effectuates the corporate action, the
corporation shall deliver a new dissenters' notice under s. 180.1322 and
repeat the payment demand procedure.

HISTORY: 1989 a. 303.

180.1327 AFTER-ACQUIRED SHARES. (1) A corporation may elect to withhold
payment required by s. 180.1325 from a dissenter unless the dissenter was
the beneficial owner of the shares before the date specified in the
dissenters' notice under s. 180.1322 (2) (c) as the date of the first
announcement to news media or to shareholders of the terms of the proposed
corporate action.

(2) To the extent that the corporation elects to withhold payment under
sub. (1) after effectuating the corporate action, it shall estimate the fair
value of the shares, plus accrued interest, and shall pay this amount to
each dissenter who agrees to accept it in full satisfaction of his or her
demand. The corporation shall send with its offer a statement of its
estimate of the fair value of the shares, an explanation of how the interest
was calculated, and a statement of the dissenter's right to demand payment
under s. 180.1328 if the dissenter is dissatisfied with the offer.

HISTORY: 1989 a. 303.

180.1328 PROCEDURE IF DISSENTER DISSATISFIED WITH PAYMENT OR OFFER. (1)
A dissenter may, in the manner provided in sub. (2), notify the corporation
of the dissenter's estimate of the fair value of his or her shares and
amount of interest due, and demand payment of his or her estimate, less any
payment received under s. 180.1325, or reject the offer under s. 180.1327
and demand payment of the fair value of his or her shares and interest due,
if any of the following applies:

(a) The dissenter believes that the amount paid under s. 180.1325 or
offered under s. 180.1327 is less than the fair value of his or her shares
or that the interest due is incorrectly calculated.

(b) The corporation fails to make payment under s. 180.1325 within 60 days
after the date set under Section 180.1322 for demanding payment.

<PAGE> 181

(c) The issuer corporation, having failed to effectuate the corporate
action, does not return the deposited certificates or release the transfer
restrictions imposed on uncertificated shares within 60 days after the date
set under s. 180.1322 for demanding payment.

(2) A dissenter waives his or her right to demand payment under this
section unless the dissenter notifies the corporation of his or her demand
under sub. (1) in writing within 30 days after the corporation made or
offered payment for his or her shares. The notice shall comply with s.
180.0141.

HISTORY: 1989 a. 303.

180.1330 COURT ACTION. (1) If a demand for payment under s. 180.1328
remains unsettled, the corporation shall bring a special proceeding within
60 days after receiving the payment demand under s. 180.1328 and petition
the court to determine the fair value of the shares and accrued interest.
If the corporation does not bring the special proceeding within the 60-day
period, it shall pay each dissenter whose demand remains unsettled the
amount demanded.

(2) The corporation shall bring the special proceeding in the circuit
court for the county where its principal office or, if none in this state,
its registered office is located. If the corporation is a foreign
corporation without a registered office in this state, it shall bring the
special proceeding in the county in this state in which was located the
registered office of the issuer corporation that merged with or whose shares
were acquired by the foreign corporation.

(3) The corporation shall make all dissenters, whether or not residents of
this state, whose demands remain unsettled parties to the special proceeding.
Each party to the special proceeding shall be served with a copy of the
petition as provided in s. 801.14.

(4) The jurisdiction of the court in which the special proceeding is
brought under sub. (2) is plenary and exclusive. The court may appoint one
or more persons as appraisers to receive evidence and recommend decision on
the question of fair value. An appraiser has the power described in the
order appointing him or her or in any amendment to the order. The
dissenters are entitled to the same discovery rights as parties in other
civil proceedings.

9
<PAGE> 182

(5) Each dissenter made a party to the special proceeding is entitled to
judgment for any of the following:

(a) The amount, if any, by which the court finds the fair value of his or
her shares, plus interest, exceeds the amount paid by the corporation.

(b) The fair value, plus accrued interest, of his or her shares acquired
on or after the date specified in the dissenter's notice under Section
180.1322 (2) (c), for which the corporation elected to withhold payment
under Section 180.1327.

HISTORY: 1989 a. 303.

180.1331 COURT COSTS AND COUNSEL FEES. (1) (a) Notwithstanding Sections
814.01 to 814.04, the court in a special proceeding brought under Section
180.1330 shall determine all costs of the proceeding, including the
reasonable compensation and expenses of appraisers appointed by the court
and shall assess the costs against the corporation, except as provided in
par. (b).

(b) Notwithstanding Sections 814.01 and 814.04, the court may assess costs
against all or some of the dissenters, in amounts that the court finds to be
equitable, to the extent that the court finds the dissenters acted
arbitrarily, vexatiously or not in good faith in demanding payment under
Section 180.1328.

(2) The parties shall bear their own expenses of the proceeding, except
that, notwithstanding Sections 814.01 to 814.04, the court may also assess
the fees and expenses of counsel and experts for the respective parties, in
amounts that the court finds to be equitable, as follows:

(a) Against the corporation and in favor of any dissenter if the court
finds that the corporation did not substantially comply with Sections
180.1320 to 180.1328.

(b) Against the corporation or against a dissenter, in favor of any other
party, if the court finds that the party against whom the fees and expenses
are assessed acted arbitrarily, vexatiously or not in good faith with
respect to the rights provided by this chapter.

<PAGE> 183

(3) Notwithstanding Sections 814.01 to 814.04, if the court finds that the
services of counsel and experts for any dissenter were of substantial
benefit to other dissenters similarly situated, the court may award to these
counsel and experts reasonable fees to be paid out of the amounts awarded
the dissenters who were benefited.

HISTORY: 1989 a. 303.

11
<PAGE> 184

EXHIBIT C

FORM OF INSTALLMENT NOTE

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"). NO SALE, TRANSFER OR OTHER DISPOSITION OF THIS SECURITY
MAY BE EFFECTED WITHOUT RECEIPT OF AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE ACT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE HOLDER, REASONABLY
SATISFACTORY TO THE MAKER THAT SUCH REGISTRATION IS NOT REQUIRED.

NOTE

$________________ Milwaukee, Wisconsin
___, 1995

FOR VALUE RECEIVED, the undersigned, State Financial Services
Corporation, a Wisconsin corporation ("Maker"), hereby promises to pay on
_____________, 1997, at or before 9:00 a.m. Milwaukee time, to the order of
____________________________________ ("Payee"), in Milwaukee, Wisconsin, or
such other place as Payee shall from time to time direct, in lawful money of
the United States of America, the principal sum of $_____________ with interest
accruing from the date hereof on the unpaid principal sum from time to time
outstanding hereunder at a rate per annum equal to [rate as of effective date
of merger of two year U.S. Treasury Notes plus 75 basis points up to a maximum
rate of 8% per annum]. Accrued interest shall be due and payable in arrears on
the last day of each calendar quarter until payment in full of this Note.

This Note is unsecured. Maker shall not have the right to prepay this
Note, in whole or in part.

This Note is delivered pursuant to and subject to the terms of an
Agreement and Plan of Merger, dated April 12, 1995 among Maker, WBAC, Inc. and
Waterford Bancshares, Inc.

No delay or admission on the part of Payee or any holder hereof in
exercising any right or option herein given to such Payee or holder shall
impair such right or option or be considered as a waiver or acquiescence in any
default hereunder. Maker hereby waives presentment, demand, notice of dishonor
and protest; agrees to pay all expenses, including reasonable attorneys' fees
and legal expenses incurred by Payee in endeavoring to collect any

1
<PAGE> 185

amount payable hereunder; and recognizes that Payee may demand payment of this
Note on the date of maturity hereof or failure by Maker to make any required
payment of interest.

This Note shall be construed in accordance with the laws of the State
of Wisconsin.

STATE FINANCIAL SERVICES
CORPORATION

BY______________________________
Michael J. Falbo, President and
Chief Executive Officer

<PAGE> 186

PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

SFSC's Bylaws provide for the mandatory indemnification of directors,
officers, employees or agents of SFSC for all fees, costs, charges,
disbursements or attorney fees and any other expenses ("Expenses") incurred in
connection with the successful defense of any proceeding if the person was a
party to the proceeding because he/she was or is a director, officer, employee
or agent of SFSC. A proceeding includes any threatened, pending or completed
civil, criminal, administrative or investigative action, suit or arbitration
and which is brought by or in the right of SFSC or any other person.

SFSC's Bylaws also provide for the indemnification of any director,
officer, employee or agent for any Expenses or liability incurred in connection
with the unsuccessful defense of any proceeding if the person was a party to
the proceeding because he/she was or is a director, officer, employee or agent
of SFSC. Indemnification in the event of an unsuccessful defense of a
proceeding may not be made if it was established that the director, officer,
employee or agent breached a duty to SFSC and the breach constitutes: (i) a
willful failure to deal fairly with SFSC in a matter in which the director,
officer, employee or agent had a material conflict of interest; (ii) a
violation of criminal law, unless the director, officer, employee or agent had
reasonable cause to believe his/her action was lawful or no reasonable cause to
believe his/her conduct was unlawful; (iii) a transaction in which the
director, officer, employee or agent derived and improper personal profit; or
(iv) willful misconduct.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officer, or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) EXHIBITS. The following exhibits are filed as part of the
Registration Statement or, where so indicated, have previously been filed with
the Commission by Registrant and are incorporated herein by reference.

NOTE: To maintain a set of exhibit reference numbers consistent with
Registrant's prior filings under the Securities Act of 1933 and the
Securities Act of 1934, Registrant has intentionally omitted exhibit
reference numbers which pertain to exhibits which are not applicable
or in effect. Except as specifically noted below, all of the exhibits
identified are filed herewith.

<TABLE>
<CAPTION>
Exhibit
Number Description
<S> <C>
3.1 Articles of Incorporation of the Registrant as Amended and Restated
effective April 21, 1993. (7)

3.2 Bylaws of Registrant, as amended and restated effective February 24,
1993. (1)

5 Opinion of Reinhart, Boerner, Van Deuren, Norris & Rieselbach s.c.
(to be filed by amendment)

8 Opinion of Davis & Kuelthau, S.C. (to be filed by amendment)

10.1 Lease between the Bank (formerly State Bank, Hales Corners) and Hales
Corners Development Corporation (10708 West Janesville Road, Hales
Corners, Wisconsin). (2)

10.2 Lease between the Bank (formerly State Bank, Hales Corners) and Hales
Corners Development Corporation (576W17655 Janesville Road, Muskego,
Wisconsin). (3)
</TABLE>

II-1
<PAGE> 187
<TABLE>
<S> <C>
10.3 Lease between the Bank (formerly Edgewood Bank) and
Edgewood Plaza Joint Venture (4811 South 76th Street, Greenfield,
Wisconsin). (3)

10.6 Lease between the Bank (formerly University National Bank) and
Northeast Corporate Center (7020 North Port Washington Road,
Milwaukee, Wisconsin). (3)

10.7 Deferred Compensation Agreement between Registrant and Jerome
J. Holz dated December 6, 1980. (3)

10.10 Employee Stock Ownership Plan and Employee Stock
Ownership Trust Agreement. (4)

10.13 Lease between the Bank (formerly University National Bank) and
Downer Investments (2650 North Downer Avenue, Milwaukee,
Wisconsin) (5)

10.14 Agreement and Plan of Reorganization between Registrant and
Eastbrook State Bank, dated January 22, 1992, as amended and restated.
(6)

10.15 Branch Purchase and Assumption Agreement between Eastbrook State Bank
and North Shore Bank, FSB, dated December 29, 1992. (1)

13 Registrant's Annual Report to security holders for the fiscal year
ended December 31, 1994.

22 Subsidiaries of Registrant. (8)

23.1 Consent of Ernst & Young LLP.

23.2 Consent of Davis & Kuelthau, S.C. (Contained in Exhibit 8)

24 Power of Attorney (included on signature page to Registration
Statement)

27 Financial Data Schedule

99.1 State Financial Services Corporation 1990 Stock Option/Stock
Appreciation Rights and Restricted Stock Plan for Key Officers and
Employees, as amended on March 10, 1993. (1)

99.2 State Financial Services Corporation 1990 Director Stock Option
Plan, as amended March 10, 1993. (1)

99.3 State Financial Services Corporation Supplemental Executive
Retirement Plan for Michael J. Falbo effective November 22, 1994. (8)

99.4 Registrant's Proxy Statement relating to its Annual Meeting of
Shareholders held on April 26, 1995

- --------------------------------------------------------------------------------

(1) Incorporated by reference from Registrant's annual report on
Form l0-K for the fiscal year ended December 31, 1992.

(2) Incorporated by reference from Registrant's registration
statement on Form S-1, Registration Number 33-31517 (the "Form S-1")
(dated October 11, 1989).

(3) Incorporated by reference from Amendment No. 1 to the Form S-1,
(dated December 6, 1989).

(4) Incorporated by reference from Amendment No. 2 to the Form S-1
(dated March 6, 1989).

(5) Incorporated by reference from Registrant's annual report on
Form 10-K for the fiscal year ended December 31, 1991.

(6) Incorporated by reference from Exhibit 2.1 to Amendment No. 3 to
Registrant's registration statement on Form S-4, Registration
Number 33-46280, dated May 3, 1992.

(7) Incorporated by reference from Registrant's annual report on
Form 10-K for the fiscal year ended December 31, 1993.

(8) Incorporated by reference from Registrant's annual report on
form 10-K for the fiscal year ended December 31, 1994.
</TABLE>

II-2
<PAGE> 188

ITEM 22. UNDERTAKINGS.

(a) Undertakings Pursuant to Item 512 of Regulation S-K

(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, as
amended, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934, as emended (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934, as amended) that is incorporated by
reference in the registration statement shall be deemed to be a new
Registration Statement relating to the securities offered therein and
the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

(e) The undersigned Registrant hereby undertakes to deliver or cause
to be delivered with the prospectus, to each person to whom the
prospectus is sent or given, the latest annual report to security
holders that is incorporated by reference in the prospectus and
furnished pursuant to and meeting the requirements of Rule 14a-3 or
Rule 14c-3 under the Securities Exchange Act of 1934; and, where
interim financial information required to be presented by Article 3
of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent
or given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such interim
financial information.

(h) The undersigned Registrant hereby undertakes that, insofar as
indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment for the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction
the question of whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.

Additional Undertakings Pursuant to Item 22 of Form S-4.

(b) The undersigned Registrant hereby undertakes to respond to requests
for information that is incorporated by reference into the prospectus
pursuant to items 4, 10(b), 11, or 13 of this Form, within one business
day of receipt of such request, and to send the incorporated documents by
first class mail or other equally prompt means. This includes information
contained in documents filed subsequent to the effective date of the
registration statement through the date of responding to the request.

(c) The undersigned Registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and
the company being acquired involved therein, that was not the subject of
and included in the registration statement when it became effective.

II-3
<PAGE> 189

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it
meets all the requirements for filing of Form S-4 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Hales Corners, Wisconsin on the 26th day of May, 1995.

STATE FINANCIAL SERVICES CORPORATION

By: /s/ Michael J. Falbo
------------------------------------
Michael J. Falbo, President and
Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated. Each person whose signature appears
below hereby authorizes Michael J. Falbo as his or her attorney in fact, to
sign and to file any amendments, including post effective amendments, to this
Registration Statement.

PRINCIPAL EXECUTIVE OFFICERS

/s/ Jerome J. Holz Chairman of the Board and Vice May 26, 1995
- ------------------ President
Jerome J. Holz

/s/ Michael J. Falbo President and Chief Executive May 26, 1995
- --------------------- Officer
Michael J. Falbo

/s/ Michael A. Reindl Vice President, Controller, and May 26, 1995
- ------------------------ Chief Financial Officer
Michael A. Reindl

DIRECTORS

/s/ Jerome J. Holz Director May 26, 1995
- ------------------------
Jerome J. Holz

/s/ Michael J. Falbo Director May 26, 1995
- ------------------------
Michael J. Falbo

/s/ Richard A. Horn Director May 26, 1995
- ------------------------
Richard A. Horn

/s/ Barbara E. Holz-Weis Director May 26, 1995
- ------------------------
Barbara E. Holz-Weis

/s/ Robert R. Spitzer Director May 26, 1995
- ------------------------
Robert R. Spitzer

/s/ David M. Stamm Director May 26, 1995
- ------------------------
David M. Stamm

II-4

<PAGE> 1

Exhibit 13

[STATE FINANCIAL SERVICES CORPORATION LOGO]

Dear Shareholders:

The year 1994 was an important one for State Financial Services
Corporation. During a year of significant change we are pleased to again
report improved operating performance. As you will see first hand from the
financial statements detailed within this annual report, we can all be proud of
the accomplishments made during the past year.

In 1994 we reported record net income of $2,806,949, an increase of 23.4%
over our 1993 net income. Our 1994 net income resulted in return on average
assets of 1.27% and return on average equity of 11.02%. At December 31, 1994 we
reported consolidated total assets of $225.2 million and a net loan increase of
12.2% to $143.8 million due to strong loan demand during the year.

During 1994, the most significant change took place in June when
the four banks owned and operated by State Financial Services Corporation
combined under the name State Financial Bank. We have organized as one banking
entity in order to realize greater operating efficiency and improve customer
service. Adopting the name of the holding company helped us to achieve one of
our most important goals in the bank consolidation, to make the transition as
smooth as possible for our customers. Many of our customers recognize the
reputation of the holding company and the role it plays in the operation of
their bank. Adopting the holding company name for the consolidated bank was
critical in helping our customers understand that the consolidation would build
upon their previous banking relationships with our organization. Through
careful planning, a reevaluation of our product line, a total marketing focus
toward our current customers, and ongoing communication between the staff, we
successfully completed the commencement of a new era for State Financial
Services Corporation. Our staff contributed many hours of dedicated work to
facilitate the consolidation. We would like to extend a sincere thank you to
our employees for their efforts in making the consolidation a success.

Operating as one banking entity has and will continue to enable us to
realize greater efficiencies in our operations, administration, and marketing.
However, we cannot rely on these benefits alone to remain competitive in the
market place and sustain our operating performance. The banking environment in
which we compete is continuously changing. Increased competition, interest rate
uncertainty, and rising customer service expectations have required us to
reevaluate our performance standards. We welcome the opportunities presented by
this continually changing competitive environment. An important element to
maximize these opportunities is providing our staff with the tools necessary to
meet our customer's service and sales expectations. We are blessed with a
wonderful team of employees. Combine our experienced staff, who offer their
vast knowledge, talent, and past customer relationships, with our new employees
who bring a fresh perspective and you quickly realize the opportunities we have
with training programs focused on providing value-added service to our
customers. Effective training will be a key area of focus in 1995.

Our organization was built on the foundation of community banking. A
critical element of community banking is recognizing the community's needs and
providing outlets for meeting those needs. In 1993, we made a commitment to
lend $5 million over five years to help revitalize Milwaukee's central city. In
1994, we followed up that commitment by opening two loan production offices in
Milwaukee's central city to provide more convenient locations to prospective
borrowers in this market. At the end of 1994, we are pleased to report that we
are ahead of schedule in achieving our commitment, having funded $3.3 million
in loans to central city borrowers.

A new member may be joining our organization in 1995. We are excited to
announce the pending acquisition of Waterford Bancshares, Inc., the parent
company of Waterford Bank. As of December 31, 1994, Waterford Bank had total
assets of approximately $39 million. Waterford is located in northeastern
Racine County and would provide us with entry into a new and developing market
area which compliments our banking franchise. Pending final agreement and the
receipt of the necessary approvals, we anticipate consummation of this
acquisition by the end of the year.

In looking back on 1994, we are very grateful to our shareholders and
customers who support our organization. On the preceding page, you will see our
company's legacy and evolution. Although we are excited about the future
opportunities presented for State Financial Services Corporation and State
Financial Bank, we must remember that these opportunities are possible only
because of the reputations built by the organizations from which State
Financial Bank evolved. As we look toward 1995, we foresee a year of
tremendous opportunity to build on these reputations to again produce and
exceed the performance standards which we have previously achieved.

Sincerely,

J.J. Holz Michael J. Falbo
J.J. Holz Michael J. Falbo
Chairman of the Board President and Chief Executive Officer
<PAGE> 2
SELECTED CONSOLIDATED FINANCIAL DATA

The following table sets forth selected financial data of State
Financial Services Corporation (hereinafter referred to as the "Company") and
its subsidiaries on a consolidated basis for the last five years (dollars in
thousands, except per share data):
<TABLE>
<CAPTION>
As of or for the year ended December 31,(1)
1994 1993 1992 1991 1990
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
CONDENSED INCOME STATEMENT:
Total interest
income (taxable equivalent)(2) $15,701 $14,820 $14,871 $16,315 $16,645
Total interest expense 4,773 4,853 5,972 7,885 8,691
------- ------- ------- ------- -------
Net interest income 10,928 9,967 8,899 8,430 7,954
Provision for loan losses 120 147 133 240 1,815
Other income 2,438 2,234 2,045 2,051 1,565
Other expenses 8,956 8,437 7,767 7,397 6,730
------- ------- ------- ------- -------
Net income before income taxes 4,290 3,617 3,044 2,844 974
Income taxes 1,010 876 562 408 13
Less taxable equivalent adjustment 437 466 399 386 368
------- ------- ------- ------- -------
Net income $ 2,807 $ 2,275 $ 2,083 $ 2,050 $ 593
======= ======= ======= ======= =======
PER SHARE DATA(3):
Net income $ 1.45 $ 1.27 $ 1.57 $ 1.62 $ 0.53
Cash dividends declared(1) 0.42 0.39 0.33 0.32 0.29
Book value 13.18 12.52 11.88 10.62 9.53

BALANCE SHEET TOTALS
(AT PERIOD END):
Total assets 225,175 226,124 202,977 179,251 174,145

Loans, net of unearned discount 145,813 130,254 119,930 113,390 113,552
Allowance for loan losses 1,983 2,084 2,051 1,990 2,152
Deposits 197,401 199,768 182,297 160,810 156,703
Long-term debt 115 228 2,905 3,076 3,700
Stockholders' equity 26,169 24,756 16,593 13,504 11,809

FINANCIAL AND REGULATORY RATIOS:
Asset growth (0.42)% 11.40% 13.24% 2.93% 3.50%
Return on average assets 1.27 1.09 1.10 1.18 0.35
Return on average equity 11.02 10.33 13.90 16.16 5.23
Dividend payout ratio 29.12 31.78 24.22 17.75 52.51
Tier 1 risk-based capital ratio 17.60 16.62 11.70 11.35 9.58
Leverage ratio 11.75 10.79 8.31 7.50 6.70
Allowance for loan losses to
non-performing loans 150.68 97.79 111.89 106.30 120.90
Non-performing assets to
total assets 0.68 0.95 1.14 1.37 1.24
Net charge-offs to average loans 0.16 0.09 0.32 0.35 0.90
</TABLE>

1. Amounts include balances and results of operations of the former
Eastbrook State Bank since the effective date of its acquisition by the
Company on July 16, 1992 and the acquisition of customer deposits and fixed
assets in August, 1993. See Note 2 to the Consolidated Financial Statements.

2. Taxable-equivalent adjustments to interest income involve the conversion
of tax-exempt sources of interest income to the equivalent amounts of
interest income that would be necessary to derive the same net return if the
investments had been subject to income taxes. A 34% incremental income tax
rate, consistent with the Company's historical experience, is used in the
conversion of tax-exempt interest income to a taxable-equivalent basis.

3. All per share information presented in this report has been
retroactively restated to give effect to a 20% stock dividend, declared
in March 1993, as if it had occurred as of January 1, 1990.

4. The information in this table is retroactively restated to give effect to
the plan of common stock reclassification, which occurred on June 10,
1992, as if it had occurred as of January 1, 1990. See Note 15 to the
Consolidated Financial Statements.

<PAGE> 3
SELECTED QUARTERLY FINANCIAL DATA

The following table sets forth certain unaudited income and expense
data on a quarterly basis for the periods indicated (dollars in thousands,
except per share data).
<TABLE>
<CAPTION>
1994 1993
12/31 9/30 6/30 3/31 12/31 9/30 6/30 3/31
----- ---- ---- ---- ----- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Interest income $4,057 $3,873 $3,726 $3,572 $3,721 $3,614 $3,495 $3,523
Interest expense 1,272 1,160 1,143 1,198 1,290 1,165 1,161 1,237
------ ------ ------ ------ ------ ------ ------ ------
Net interest income 2,785 2,713 2,583 2,374 2,431 2,449 2,334 2,286
Provision for
loan losses 30 30 30 30 37 46 32 32
Other income 590 667 613 568 587 570 548 529
Other expense 2,189 2,276 2,254 2,237 2,067 2,111 2,141 2,117
------ ------ ------ ------ ------ ------ ------ ------
Income before taxes 1,156 1,074 912 675 914 862 709 666
Income taxes 210 335 275 190 256 247 185 188
------ ------ ------ ------ ------ ------ ------ ------
Net income $ 946 $ 739 $ 637 $ 485 $ 658 $ 615 $ 524 $ 478
====== ====== ====== ====== ====== ====== ====== ======
Net income per share $ 0.49 $ 0.38 $ 0.33 $ 0.24 $ 0.33 $ 0.31 $ 0.29 $ 0.34
Dividends per share 0.11 0.11 0.10 0.10 0.10 0.10 0.10 0.09
</TABLE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
GENERAL
The following discussion is intended as a review of the significant
factors affecting the Company's financial condition and results of operations
as of and for the period ended December 31, 1994, as well as providing
comparisons with previous years. This discussion should be read in conjunction
with the Consolidated Financial Statements and accompanying notes and the
selected financial data presented elsewhere in this report.

On July 16, 1992, the Company acquired the former Eastbrook State Bank.
Because the acquisition was accounted for as a purchase, Eastbrook's results
are included from the date of acquisition. Accordingly, the Company's
Consolidated Statements of Income, and related schedules in Management's
Discussion and Analysis of Financial Condition and Results of Operations
include Eastbrook results for the full year in 1994 and 1993. Eastbrook's
results from July 16 through December 31, 1992 are included in the Company's
Consolidated Statements of Income for the year ended 1992.

In August, 1993 the Company acquired the deposits and certain fixed
assets of a competing financial institution's Waukesha office in a transaction
accounted for as a purchase. Accordingly, the financial results associated with
this acquisition are included in the Company's results from the date of
acquisition. The Company's Consolidated Balance Sheets, and related schedules
in Management's Discussion and Analysis of Financial Condition and Results of
Operations include Eastbrook's figures at December 31, 1994, 1993, and 1992.
Any balance sheet information presented for years prior to 1992 do not include
figures from Eastbrook.

INCOME STATEMENT ANALYSIS

NET INTEREST INCOME

Net interest income equals the difference between interest earned on
assets and the interest paid on liabilities and is a measurement of the
Company's effectiveness in managing its interest rate sensitivity. In 1994, the
Company's taxable-equivalent net interest income increased $961,000 (9.6%) to
$10,928,000. Average interest-earning assets increased $13,166,000 (7.0%) in
1994, primarily due to the full year's inclusion of the Waukesha office
acquired in August, 1993. The Company's taxable-equivalent net interest margin
improved $1,210,00 in 1994 due to the increased volume and changing composition
of interest-earning assets in 1994. Although interest rates in 1994 increased,
the impact of changing rates on the Company's net interest income was a
$249,000 decrease for the year. The overall rate of return on the Company's
interest-earning assets declined to 7.75% in 1994 from 7.82% in 1993 due to the
fact that 45.2% of the Company's interest-earning assets still had not repriced
into the higher rate cycle during 1994.

Changes in the composition of the Company's interest-earning assets
were primarily responsible for the improved net interest margin in 1994. Due to
strong loan demand throughout the year, a greater percentage of the increased
interest-earning assets were deployed in loans in 1994, which historically are
the Company's highest yielding asset category. The Company's average ratio of
gross loans to deposits was 71.2% in 1994 compared to 66.4% in 1993. The
Company's average loans grew 11.4% to $136,236,000 in 1994 while deposits grew
5.4% on average during 1994. By changing the composition of its
interest-earning assets, the Company was able to maintain its yield on
interest-earning assets within 7 basis points of the previous year's yield. At
the same time, the overall cost of funds declined 16 basis points to 3.11% in
1994 from 3.27% in 1993. As a result, the net interest earnings and interest
rate spread increased to 4.64% in 1994 from 4.55% in 1993. This spread
translates into an improvement in the Company's net yield on interest-earning
assets (net interest margin) to 5.39% in 1994 from 5.26% in 1993.

<PAGE> 4
For the year ended December 31, 1993, the taxable-equivalent net
interest income increased $1,068,000 (12.0%) compared to the year ended
December 31, 1992. The increase was primarily due to increases in average
interest-earning assets outstanding due to the acquisition of the Waukesha
branch, the full year's inclusion of the Eastbrook acquisition, and internal
growth.
The following table sets forth average balances, related interest
income and expenses, and effective interest yields and rates for the years
ended December 31, 1994, 1993, and 1992 (dollars in thousands):

<TABLE>
<CAPTION>
1994 1993 1992
--------------------------- ------------------------- ---------------------------
AVERAGE YIELD/ AVERAGE YIELD/ AVERAGE YIELD/
BALANCE INTEREST RATE BALANCE INTEREST RATE BALANCE INTEREST RATE
------ -------- ----- ------- -------- ------ ------- -------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Interest-earning-assets:
Loans(1),(2),(3) $136,236 $12,153 8.92% $122,315 $11,151 9.12% $116,853 $11,380 9.74%
Taxable investment securities 42,519 2,126 5.00 41,663 2,239 5.37 33,022 2,172 6.58
Tax-exempt investment
securities(3) 18,211 1,196 6.57 14,812 1,124 7.59 9,545 907 9.50
Federal funds sold 5,612 226 4.03 10,622 306 2.88 11,814 412 3.49
-------- ------- ----- -------- ------- ---- -------- ------- ----
Total interest-earning-assets 202,578 15,701 7.75 189,412 14,820 7.82 171,234 14,871 8.68
-------- ------- ----- -------- ------- ---- -------- ------- ----
Non-interest-earning assets:
Cash and due from banks 12,948 13,591 12,435
Premises and equipment, net 4,604 4,697 4,766
Other assets 3,129 3,080 2,288
Less allowance for loan losses (2,073) (2,070) (2,066)
-------- -------- --------
TOTAL $221,186 $208,710 $188,657
======== ======== ========
LIABILITIES
AND STOCKHOLDERS' EQUITY
Interest-bearing liabilities:
NOW and money
market accounts $ 52,963 $ 1,303 2.46% $ 54,251 $ 1,346 2.48% $ 52,217 $ 1,778 3.41%
Savings deposits 51,871 1,314 2.53 47,526 1,371 2.88 38,482 1,435 3.73
Time deposits 48,509 2,134 4.40 45,451 2,037 4.48 46,050 2,502 5.43
Notes payable 0 0 0.00 897 72 8.03 2,502 205 8.19
Mortgage payable 176 17 9.66 296 27 9.12 531 47 8.85
Securities sold under
agreement to repurchase 102 5 4.90 10 0 nmf(4) 116 5 4.31
-------- ------- ----- -------- ------- ---- -------- ------- ----
Total interest-bearing liabilities 153,621 4,773 3.11 148,431 4,853 3.27 139,900 5,972 4.27
-------- ------- ----- -------- ------- ---- -------- ------- ----
Non-interest-bearing liabilities:
Demand deposits 40,852 37,083 32,361
Other 1,246 1,162 1,409
-------- -------- --------
Total liabilities 195,719 186,676 173,670
-------- -------- --------
Stockholders' equity 25,467 22,034 14,987
-------- -------- --------
TOTAL $221,186 $208,710 $188,657
======== ======== ========
Net interest earning and
interest rate spread $10,928 4.64% $ 9,967 4.55% $ 8,899 4.41%
======= ==== ====== ==== ======= ====
Net yield on interest-earning assets 5.39% 5.26% 5.20%
==== ==== ====
</TABLE>

1. For the purposes of these computations, nonaccrual loans are included
in the daily average loan amounts outstanding.
2. Interest earned on loans includes loan fees (which are not material in
amount) and interest income which has been received from borrowers
whose loans were removed from nonaccrual during the period indicated.
3. Taxable-equivalent adjustments are made in calculating interest
income and yields using a 34% rate for all years presented.
4. Not meaningful.

<PAGE> 5
The following table presents the amount of changes in interest income
and interest expense for major components of interest-earning assets and
interest-bearing liabilities (dollars in thousands). The table distinguishes
between the changes related to average outstanding balances (changes in volume
holding the initial rate constant) and the changes related to average interest
rates (changes in average rate holding the initial balance constant). Changes
attributable to the combined impact of volume and rate have been allocated
proportionately to change due to volume and change due to rate.

<TABLE>
<CAPTION>
1994 COMPARED TO 1993 1993 Compared to 1992
INCREASE/(DECREASE) DUE TO Increase/(Decrease) Due to
-------------------------- --------------------------
VOLUME RATE NET Volume Rate Net
------ ---- --- ------ ---- ---
<S> <C> <C> <C> <C> <C> <C>
Interest earned on:
Loans(1),(2) $1,251 $(249) $1,002 $ 516 $ (746) $ (230)
Taxable investment securities 45 (158) (113) 509 (442) 67
Tax-exempt investment securities(2) 236 (164) 72 426 (209) 217
Federal funds sold (175) 95 (80) (39) (67) (106)
------ ----- ------ ------ ------- -------
Total interest-earning assets 1,357 (476) 881 1,412 (1,464) (52)

Interest paid on:
NOW and money market accounts (32) (11) (43) 67 (500) (433)
Savings deposits 118 (175) (57) 299 (363) (64)
Time deposits 134 (37) 97 (33) (432) (465)
Notes payable, mortgage payable,
and securities sold under
agreement to repurchase (73) (4) (77) (160) 2 (158)
------ ----- ------ ------ ------- -------
Total interest-bearing liabilities 147 (227) (80) 173 (1,293) (1,120)
====== ===== ====== ====== ======= =======
Net interest income $1,210 $(249) $ 961 $1,239 $ (171) $ 1,068
====== ===== ====== ====== ======= =======
</TABLE>

1. Interest earned on loans includes loan fees (which are not material in
amount) and interest income which has been received from borrowers whose
loans were removed from nonaccrual during the period indicated.

2. Taxable-equivalent adjustments are made in calculating interest income
and yields using a 34% rate for all years presented.

PROVISION FOR LOAN LOSSES

The provision for loan losses which is charged to earnings is
determined by a quarterly analysis of the Bank's loan portfolio, the amount of
net charge-offs incurred during the period, the remaining balance in the
allowance, and management's analysis of risk inherent in the portfolio.
Management's risk analysis incorporates loan classifications assigned as the
result of examinations conducted by the Company's internal loan review officer
and regulatory examinations, which are used to determine the amount of
allowance necessary to support the risk evident in the loan portfolio. The
provisions for loan losses were $120,000, $147,000, and $133,000 for the years
ended December 31, 1994, 1993, and 1992, respectively. The combination of the
Company's low instance of net-charge-offs, the ratio of the allowance to loans
outstanding, and the low ratio of non-performing assets to total assets
resulted in the amount of provisions charged to earnings during the previous
three years.

OTHER INCOME

Other income increased $204,000 (9.1%) and $189,000 (9.2%) respectively
in 1994 and 1993. The composition of other income is shown in the following
table (dollars in thousands).

<TABLE>
<CAPTION>
Year ended December 31,
------------------------
1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
Service charges on deposit accounts $1,068 $1,106 $1,067
Merchant services 607 453 379
Building rent 240 199 170
ATM service charges 215 178 159
Investment securities losses (10) 0 0
Other 318 298 270
------ ------ ------
Total other income $2,438 $2,234 $2,045
====== ====== ======
</TABLE>

<PAGE> 6
Service charges on deposit accounts decreased $38,000 (3.4%) in 1994
and increased $39,000 (3.7%) in 1993. As part of the consolidation of the banks
in 1994, the individual banks' service charge schedules on deposit accounts
were combined into a uniform package. As a result, a greater number of
customers were able to take advantage of methods available to reduce service
charges than in previous years resulting in the decrease in 1994 service charge
income. The increase of $39,000 in service charge income during 1993 was the
result of the increased deposit base related to the acquisition of the Waukesha
office in 1993, a full year inclusion of the former Eastbrook's results, and
rate adjustments enacted during the year.

Merchant services are the fees the Bank charges businesses for
processing credit card payments. Income in this category increased $154,000
(34.0%) in 1994 and $74,000 (19.5%) in 1993 due to volume increases and rate
adjustments in each respective year.

Building rent increased $41,000 (20.6%) in 1994 due to the full year's
impact of rental income associated with new subleases entered into during 1993
at both the Glendale and Greenfield office locations. The increase of $29,000
(17.1%) in 1993 also relates to these new subleases and represents the
additional income from the inception of the leases through the end of the year.

ATM service charges are the fees received by the Bank from other
institutions resulting from their customers' usage of the Company's automated
teller machines. As of December 31, 1994, the Bank owns 11 automated teller
machines located throughout Milwaukee and Waukesha County. The increase of
$37,000 (20.8%) in ATM service charges during 1994 relates to the installation
of an additional machine and to increased usage of the Company's existing
machines during the year. The Company also installed a new automated teller
machine in 1993 which, combined with an overall increase in usage at all of the
Company's machines, resulted in the $19,000 (11.9%) income increase during
1993.

The Company sold one investment security during 1994 at a loss of
$10,000 in order to deploy the proceeds from the sale in alternative
investments yielding a higher return. The security sold was classified as
available-for-sale. During 1993, the Company also sold an investment security
at a $237 gain.

Other income increased $20,000 in 1994 primarily due to increases in
the income reported from the sales of cashier's checks, money orders,
travelers' checks, and related products. In 1993, other income increased
$28,000 related to volume increases in the commissions earned from the sales of
annuities, insurance products, and mutual funds at the former State Bank, Hales
Corners.

OTHER EXPENSES

Other expenses increased $519,000 (6.2%) for the year ended December
31, 1994 and $670,000 (8.6%) for the year ended December 31, 1993. The major
components of other expenses are detailed in the following table (dollars in
thousands).

<TABLE>
<CAPTION>
Year ended December 31,
------------------------
1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
Salaries and employee benefits $3,633 $3,326 $3,057
Net occupancy and equipment 1,715 1,640 1,532
Data processing 609 644 574
Legal and professional 289 301 328
Merchant services 519 393 327
Regulatory agency assessments 443 408 372
Other 1,748 1,725 1,577
------ ------ ------
Total other expenses $8,956 $8,437 $7,767
====== ====== ======
</TABLE>

Salaries and employee benefits increased $307,000 (9.2%) in 1994. Of
this increase, $59,000 relates to the full-year inclusion of the Waukesha
operation in the Company's 1994 results. The remaining increase relates to
normal salary adjustments, increased benefit costs due to higher medical
insurance premiums, and increases in the amounts awarded as management
incentives. In 1993, salaries and employee benefits increased $269,000 (8.8%).
The first full year inclusion of the former Eastbrook's results in the
Company's 1993 operating results represents $144,000 of this increase. The
remainder relates to the additional personnel costs associated with the
addition of the Waukesha location in August, 1993 and normal salary
adjustments.

Occupancy and equipment expense increased $75,000 (4.6%) in 1994. The
additional depreciation on the assets acquired with the Waukesha office and
depreciation on new equipment purchases during the year account for $63,000 of
the increase. The remaining increase of $12,000 was the result of increased
rent expense relating to rate adjustments on the Greenfield office space and
increased expenses for general equipment repairs, maintenance, and service
contracts offset by reduced real estate tax expense during the year. In 1993,
occupancy and equipment expense increased $108,000 (7.0%) due to the full year
inclusion of Eastbrook's operations in 1993 and the addition of the Waukesha
office in August, 1993.

<PAGE> 7
Data processing expense decreased $35,000 (5.4%) in 1994 due to the
Company's renegotiation of the contract with its service provider and the
consolidation of the banks. The increase of $70,000 in 1993 data processing
expense was the result of the full year inclusion of Eastbrook in the Company's
operating results and rate adjustments from the Company's service provider.

Legal and professional fees decreased $12,000 (4.0%) in 1994 due to the
continued decline in the Company's non-performing assets and collection actions
related thereto. The decrease in 1993's legal and professional fees of $27,000
was also due to the decline in collection actions during the year.

Merchant services expense relates to the expense incurred to provide to
the Bank's business customers the ability to accept credit cards in payment for
goods and services. The $126,000 (32.1%) increase in 1994 was the result of an
increase in the volume of business customers utilizing this service and rate
adjustments enacted by the Bank's service provider. The $66,000 (20.2%)
increase during 1993 was the result of volume increases. These increases are
consistent with the increases in merchant services income included in other
income in 1994 and 1993.

Regulatory agency assessments represent the premiums paid for FDIC
insurance of the Bank's deposits. The FDIC bases its assessment on the Bank's
level of deposits outstanding. In 1994, average deposits increased $9,884,000
due to the full year inclusion of the deposits acquired with the Waukesha
office and general deposit growth during the year. As a result, regulatory
agency assessments increased $35,000 during 1994. Regulatory agency expense
increased $36,000 in 1993 due to the full year inclusion of the former
Eastbrook's deposits and general deposit growth during the year.

Other expenses remained virtually unchanged in 1994, increasing only
$23,000 during the year, primarily related to increased office supply expenses
incurred with the consolidation of the banks. Other expenses increased $148,000
during 1993. The primary components of this increase were the full year
inclusion of the former Eastbrook's results, the goodwill amortization
associated with that acquisition, filing fees related to the authorization of
additional shares of the Company's common stock, and increased advertising
expense related to the acquisition of the Waukesha office.

INCOME TAXES

The Company's consolidated income tax rate varies from statutory rates
principally due to interest income from tax-exempt securities and loans. The
Company recorded provisions for income taxes of $1,010,000, $876,000 and
$562,000 in 1994, 1993, and 1992, respectively. The increase in income tax
expense in 1994 was due to a $666,000 increase in the Company's income before
taxes. Offsetting the amount of expense recorded in 1994 was a $170,000
reduction in income tax expense due to the realization in the fourth quarter of
tax loss carryforwards related to the former Eastbrook and University. The 1993
increase in income tax expense was due to increased operating revenue and
reduced reversals of deferred income taxes previously provided in connection
with amortization of the premium paid to acquire the deposits of the former
University in 1985.

NET INCOME AND DIVIDENDS

For the years ended December 31, 1994, 1993, and 1992, the Company
reported net income of $2,807,000, $2,275,000, and $2,083,000, respectively.
The improvements in the Company's net income in 1994 represent an improvement
in the overall operating results of the Company as measured by the return on
average assets and return on average equity. In 1994, the Company reported a
return on average assets of 1.27% compared to 1.09% in 1993. Return on average
equity for 1994 was 11.02% compared to 10.33% in 1993. For the years ended
December 31, 1994, 1993, and 1992, the Company paid aggregate dividends of
$818,000, $720,000, and $505,000. Dividends increased in 1994 due to a $0.03
per share increase in the dividend rate and a greater number of average shares
outstanding in 1994 compared to 1993. The 1993 increase in dividends paid was
the result of a $0.06 per share increase in the per share dividend rate and
increased average shares outstanding as a result of the Company's public stock
offering in April, 1993.

Return on Assets chart depicting ratios for the year 1994 as 1.27%, 1993 as
1.09%, and 1992 as 1.10%

Return on Equity chart depicting ratios for the year 1994 as 11.02%, 1993 as
10.33%, and 1992 as 13.90%.

<PAGE> 8
BALANCE SHEET ANALYSIS

The composition of assets and liabilities are generally the result of
strategic management decisions influenced by market forces. At December 31,
1994 and 1993, the Company reported total assets of $225,175,000 and
$226,124,000, respectively. The level of total assets outstanding at the end of
1993 was unusually high due to the impact of CD's attracted through a special
promotion at the Greenfield office (formerly Edgewood) in the fourth quarter of
1993. These deposits matured in the first and second quarter of 1994, with net
retainage of approximately $1,000,000. Exclusive of the Greenfield CD
promotion, the Company reported a slight increase in the level of total assets
at December 31, 1994 compared to December 31, 1993. The 0.4% decrease in total
assets in 1994 relates to intense competition for deposits from traditional
banking and nonbanking sources and reflects a general trend in the local
banking industry of the difficulty in attracting deposit balances.

LENDING ACTIVITIES

The Company's largest single asset category continues to be loans. The
following table shows the Company's loan portfolio composition on the dates
indicated (dollars in thousands).
<TABLE>
<CAPTION>
At December 31,
---------------
1994 1993 1992 1991 1990
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Commercial $ 39,231 $ 39,375 $ 37,438 $ 34,784 $ 37,749
Real Estate 75,909 62,896 54,979 48,734 45,152
Installment 19,157 17,055 16,730 18,681 21,503
Other 11,516 10,928 10,783 11,191 9,148
-------- -------- -------- -------- --------
Total Loans $145,813 $130,254 $119,930 $113,390 $113,552
======== ======== ======== ======== ========
</TABLE>

Chart depicting Loan Portfolio Composition by loan category for the years 1994,
1993, and 1992 using the numerical information from the preceding table.

Total loans outstanding at the end of 1994 increased $15,559,000
(11.9%) due to strong loan demand throughout the year. The majority of the new
loans in 1994 were real estate loans, increasing $13,013,000 (20.7%) during
1994. Loans secured by commercial real estate and investment properties account
for approximately 92% of the 1994 increase in real estate loans. The remaining
increase in real estate loans was the result of additional balances outstanding
on home equity credit lines due to continued marketing emphasis in that product
line. Installment loans increased $2,102,000 (12.3%) due to an increase in
indirect auto loans resulting from the Bank's recruitment of additional dealers
for loan referrals. Other loans increased $588,000 (5.4%) due to additional
balances outstanding in student loans at December 31, 1994. The Company's gross
loans, as a percentage of total deposits, were 73.9% at December 31, 1994
compared to 65.2% at December 31, 1993.

The following table shows the maturity of loans (excluding residential
mortgages on one-to-four-family residences, installment loans, and lease
financing) outstanding as of December 31, 1994 (dollars in thousands). Also
provided are the amounts due after one year classified according to the
sensitivity to changes in interest rates.

<TABLE>
<CAPTION>
After One
Within But Within After
One Year Five Years Five Years Total
------- ---------- ---------- -----
<S> <C> <C> <C> <C>
Commercial $24,080 $16,494 $1,224 $41,798
Real estate 15,280 29,214 1,255 45,749
------- ------- ------ -------
$39,360 $45,708 $2,479 $87,547
======= ======= ====== =======
Loans maturing after one year with:

Fixed interest rates $36,285 $ 161
Variable interest rates 9,423 2,318
------- ------
$45,708 $2,479
======= ======
</TABLE>

RISK ELEMENTS IN THE LOAN PORTFOLIO

Certain risks are inherent in the lending function. These risks include
a borrower's subsequent inability to pay, insufficient collateral coverage, and
changes in interest rates. The Bank attempts to reduce these risks by adherence
to a written set of loan policies and procedures. Included in these policies
and procedures are underwriting practices covering debt-service coverage,
loan-to-value ratios, and loan term. Evidence of a specific repayment source is
required on each credit extension, with documentation of the borrower's
repayment capacity. Generally, this repayment source is the borrower's cash
flow, which must demonstrate the ability to service the debt based upon
historical results and conservative projections of future performance.

Management maintains the allowance for loan losses ("the Allowance") at
a level considered adequate to provide for future loan losses. The Allowance
is increased by provisions charged to earnings, and is reduced by charge-offs,
net of recoveries. At December 31, 1994, the Allowance was $1,983,000, a
decrease of $101,000 from the balance at December 31, 1993. The decrease was
primarily due to the amount of net charge-offs in excess of loan loss
provisions charged to earnings during the year. Due to the low level of
nonperforming assets outstanding at December 31, 1994 and the amount of
coverage in the Allowance for nonperforming loans, replenishment of the
Allowance to the full extent of net charge-offs was not considered necessary.
<PAGE> 9
The determination of Allowance adequacy is based upon a quarterly
evaluation of the Bank's loan portfolio by the internal loan review officer and
Bank management. These evaluations consider a variety of factors, including,
but not limited to, general economic conditions, loan portfolio size and
composition, previous loss experience, the borrower's financial condition,
collateral adequacy, the level of non-performing loans, and management's
estimation of future losses. As a percentage of total loans, the allowance was
1.4% at the end of 1994 compared to 1.6% at the end of 1993. Based on its
analyses, management considers the Allowance adequate to recognize the risk
inherent in the consolidated loan portfolio at December 31, 1994.

The balance of the Allowance and actual loan loss experience for the
last five years is summarized in the following table (dollars in thousands).
<TABLE>
<CAPTION>

Year Ended At December 31,
--------------------------
1994 1993 1992 1991 1990
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Balance at beginning of period $2,084 $2,051 $1,990 $2,152 $1,298
Charge-offs:
Commercial 115 102 209 253 911
Real estate 59 32 108 145 15
Installment 68 30 78 128 116
Other 38 65 124 72 28
------ ------ ------ ------ ------
Total charge-offs 280 229 519 598 1,070
====== ====== ====== ====== ======
Recoveries:
Commercial 18 31 59 118 81
Real estate 0 36 24 19 0
Installment 24 29 53 49 19
Other 17 19 9 10 9
------ ------ ------ ------ ------
Total recoveries 59 115 145 196 109
------ ------ ------ ------ ------
Net charge-offs 221 114 374 402 961
Balance of Eastbrook's allowance at
date of acquisition 0 0 302 0 0
Additions charged to operations 120 147 133 240 1,815
------ ------ ------ ------ ------
Balance at end of period $1,983 $2,084 $2,051 $1,990 $2,152
====== ====== ====== ====== ======
Ratios:
Net charge-offs to average
loans outstanding 0.16% 0.09% 0.32% 0.35% 0.90%
Net charge-offs to total allowance 11.14 5.47 18.24 20.20 44.66
Allowance to year end loans outstanding 1.36 1.60 1.71 1.76 1.90
====== ====== ====== ====== ======
</TABLE>

Chart depicting balance of the Allowance for Possible Loan Losses at December
31, for the years 1994, 1993, 1992, 1991, and 1990 using the balances at the
end of each respective year form the preceding table.

Chart depicting the ratio of the Allowance to Non-performing Loans at December
31, for the years 1994, 1993, 1992, 1991, and 1990 using the ratio at the end
of each respective year from the following table which summarizes
non-performing assets on the dates indicated.

When in the opinion of management, serious doubt exists as to the
collectibility of a loan, the loan is placed on nonaccrual status. At the time
a loan is classified as nonaccrual interest credited to income in the current
year is reversed and interest income accrued in the prior year is charged to
the allowance for loan losses. With the exception of credit cards, the Company
does not recognize income on loans past due 90 days or more.

The following table summarizes non-performing assets on the dates
indicated (dollars in thousands).

<TABLE>
<CAPTION>
At or for the Year Ended December 31,
- -------------------------------------------------------------------------------------------
1994 1993 1992 1991 1990
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Nonaccrual loans $1,311 $2,100 $1,818 $1,851 $1,776
Accruing loans past due 90 days or more 5 31 15 21 4
Restructured loans 0 0 0 0 0
------ ------ ------ ------ ------
Total non performing and restructured loans 1,316 2,131 1,833 1,872 1,780
------ ------ ------ ------ ------
Other real estate owned 219 28 481 589 373
------ ------ ------ ------ ------
Total non-performing assets $1,535 $2,159 $2,314 $2,461 $2,153
====== ====== ====== ====== ======
Ratios:
Non-performing loans to total loans 0.90% 1.64% 1.53% 1.65% 1.57%
Allowance to non-performing loans 150.68 97.79 111.89 106.30 120.90
Non-performing assets to total assets 0.68 0.95 1.14 1.37 1.24
Interest income that would have been
recorded under original terms $ 229 $ 244 $ 173 $ 270 $ 199
Interest income recorded during
the period 89 182 203 269 200
------ ------ ------ ------ ------
</TABLE>

<PAGE> 10
INVESTMENT ACTIVITIES

Investment securities comprise the second largest component of the
Company's earning assets. In 1994, the Company adopted FASB 115, "Accounting
for Certain Investments in Debt and Equity Securities." In conformity with FASB
115, debt securities that the Company has both the positive intent and ability
to hold to maturity are carried at amortized cost. Debt securities that the
Company does not have either the positive intent and/or the ability to hold to
maturity and all marketable equity securities must be classified as
available-for-sale or trading and carried at their respective fair market
value. Unrealized holding gains and losses on securities classified as
available-for-sale, net of related tax effects, are carried as a component of
stockholders' equity. See note 4 to the Consolidated Financial Statements for
more information.

Total investment securities outstanding at December 31, 1994 decreased
$2,096,000 as proceeds from maturing investments were utilized to fund the
Company's loan growth during the year. The following table presents the
combined book value of the Company's held-to-maturity and available-for-sale
investment securities on the dates indicated (dollars in thousands).

<TABLE>
<CAPTION>
December 31,
------------
1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
U.S. Treasury securities and obligations
of U.S. government agencies $22,950 $18,509 $24,147
Obligations of states and
political subdivisions 14,575 18,144 11,917
Mortgage-related securities 20,015 21,509 13,281
Other securities 1,001 2,475 305
------- ------- -------
TOTAL $58,541 $60,637 $49,650
======= ======= =======
</TABLE>

Chart depicting Investment Portfolio Composition by investment category for the
years 1994, 1993, and 1992 using the numerical information from the preceding
table.

The composition of the Company's investment securities have been
influenced by the general market conditions prevalent during 1994. U.S.
Treasury securities and obligations of U.S. government agencies increased
$4,441,000 and represent the single largest investment category in the
Company's portfolio as of December 31, 1994. The majority of maturity proceeds
reinvested in 1994 were used to purchase U.S. Treasury securities due to the
general increase in overall market interest rates and the lack of sufficient
rate enhancement in the yields offered on alternative investments available
during the year. At December 31, 1994, U.S. Treasury securities and obligations
of U.S. Government agencies comprise 39.2% of the Company's investment
portfolio compared to 30.5% at December 31, 1993.

During 1994, balances in mortgage-related securities decreased
$1,494,000 due to principal paydowns received during the year and the Company's
decision not to purchase additional mortgage-related investments due to the
lack of sufficient spread over U.S. Treasury securities and obligations of U.S.
government agencies. At December 31, 1994, mortgage-related securities
accounted for 34.2% of the Company's investment portfolio compared to 35.5% at
December 31, 1993.

Obligations of states and political subdivisions declined $3,569,000 in
1994 primarily due to the liquidation of $3,400,000 of these investments at the
holding company and reinvestment of the proceeds in U.S. Treasuries which
provided a better overall return. At December 31, 1994, obligations of states
and political subdivisions accounted for 24.9% of the Company's investment
portfolio compared to 29.9% at December 31, 1993.

The maturities and weighted-average yields of the Company's investment
securities at December 31, 1994 are presented in the following table (dollars
in thousands). Taxable-equivalent adjustments (using a 34% rate) have been made
in calculating the yields on obligations of states and political subdivisions.

<TABLE>
<CAPTION>
AFTER ONE AFTER FIVE
WITHIN BUT WITHIN BUT WITHIN
ONE YEAR FIVE YEARS TEN YEARS
-------- ---------- ----------
AMOUNT YIELD AMOUNT YIELD AMOUNT YIELD
------ ----- ------ ----- ------ -----
<S> <C> <C> <C> <C> <C> <C>
U.S. Treasury securities and
obligations of U.S.
government agencies $12,262 6.74% $10,688 7.58% $ 0 0.00%
Obligations of states and
political subdivisions 4,658 5.21 9,407 5.95 510 6.20
Mortgage-related securities 1,375 4.97 18,640 5.12 0 0.00
Other securities 701 4.91 0 0.00 300 7.51
------- ---- ------- ---- ---- ----
TOTAL $18,996 6.16% $38,735 6.00% $810 6.79%
======= ==== ======= ==== ==== ====
</TABLE>

DEPOSITS

Deposits are the Company's principal source of funding. Deposit inflows
and outflows are significantly influenced by general interest rates, money
market conditions, market competition, and the overall condition of the
economy. For the year ended December 31, 1994, total average deposits increased
$9,884,000. Approximately $5,100,000 of this increase is due to the full year
inclusion of the Waukesha deposits in 1994's average balances. The remaining
average deposit increase of $4,784,000 is due to average deposit growth at the
Bank during 1994.

<PAGE> 11
The following table sets forth the average amount of and the average
rate paid by the Bank on deposits by deposit category (dollars in thousands).

<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------
1994 1993 1992
---- ---- ----
AVERAGE AVERAGE Average Average Average Average
AMOUNT RATE Amount Rate Amount Rate
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Non-interest-bearing demand
deposits $ 40,852 0.00% $ 37,083 0.00% $ 32,361 0.00%
NOW and money market deposits 52,963 2.46 54,251 2.48 52,217 3.41
Savings 51,871 2.53 47,526 2.88 38,482 3.73
Time deposits 48,509 4.40 45,451 4.48 46,050 5.43
-------- ---- -------- ---- -------- ----
TOTAL $194,195 2.45% $184,311 3.23% $169,110 3.38%
======== ==== ======== ==== ======== ====
</TABLE>

Maturities of time certificates of deposit and other time deposits of
$100,000 or more outstanding at December 31, 1994 are summarized as follows
(dollars in thousands).
<TABLE>
<S> <C>
3 month or less $1,896
Over 3 through 6 months 1,359
Over 6 through 12 months 1,633
Over 12 months 820
------
TOTAL $5,708
======
</TABLE>

The general increase in overall market interest rates during 1994 has
impacted the composition of the Company's deposit base. Because of the
increasing interest rate environment which occurred throughout the course of
1994, and changes to the Company's deposit composition which more greatly
impacted the second half of 1994, analysis of the changes in average balances
presented in the table above does not present as accurate a picture as does an
analysis of the changes in actual balances outstanding at the end of 1994 and
1993. The following table presents the actual balances of the Company's deposit
categories on the dates indicated (dollars in thousands).

<TABLE>
<CAPTION>
December 31,
------------
1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
Non-interest-bearing
demand deposits $ 46,783 $ 44,447 $ 40,323
NOW and money market deposits 57,432 51,019 56,404
Savings 44,122 51,783 41,846
Time deposits 49,064 52,519 43,724
-------- -------- --------
TOTAL $197,401 $199,768 $182,297
======== ======== ========
</TABLE>

Chart depicting Composition of Deposits by deposit category for the years 1994,
1993, and 1992 using the numerical information from the preceding table.

An analysis of the changes in the actual year end balances from 1993 to
1994 reveals that total deposits outstanding at December 31, 1994 decreased
$2,367,000 from the balance outstanding at December 31, 1993. Total deposits at
December 31,1993 represent an unusually high level due to the time deposits
attracted as part of Greenfield's CD promotion in the fourth quarter of 1993.
Approximately $7,000,000 in deposits were attracted through this promotion of
which approximately $1,000,000 were retained at the maturity of these time
deposits in the first and second quarter of 1994. Given the Company's actual
experience from this promotion, hindsight reveals that approximately $6,000,000
of volatile deposits were attracted through the promotion and accordingly
inflated total deposits at December 31, 1993. Exclusive of these volatile
deposits, the Company experienced total deposit growth of approximately
$3,633,000 in 1994.

The deposit category with the single largest growth in 1994 was NOW and
money market deposits, increasing $6,413,000 or 12.6% as compared to the
balance at December 31, 1993. In October, 1994, the Company introduced a new
money market product, the Money Market Index Account. The introduction of this
product was made to protect the Company's deposit base and was in response to
local competition which introduced similar products during the year. As a
result of the Company's introduction of the Money Market Index Account, an
increase of approximately $6,000,000 in money market balances was seen in 1994.
The Company considers the Money Market Index Account a very competitive product
in the market place due to its variable interest rate tied to the IBC/Donoghue
money market index.

Due to the general increase in market interest rates, savings balances
declined $7,661,000 at December 31, 1994 compared to December 31, 1993.
Depositors which had previously transferred balances to savings during the
periods of low interest rates are deploying those funds in accounts yielding a
higher return, primarily money market accounts and time deposits. The Company
believes that the introduction of the Money Market Index Account was
instrumental in retaining the majority of the decline in savings balances which
occurred during 1994.

Primarily due to the runoff of time deposits from the Greenfield CD
promotion, time deposit balances declined $3,455,000 at December 31, 1994
compared to December 31, 1993. Exclusive of the $6,000,000 in estimated runoff
at completion of the Greenfield CD promotion, time deposits increased
$2,545,000 at December 31, 1994 primarily due to balance transfers out of
savings accounts resulting from the rising interest rate environment.
<PAGE> 12
Non-interest bearing demand deposits have increased both in actual and
average balances during 1994. Actual balances increased $2,336,000 at December
31, 1994 compared to December 31, 1993 and average balances have increased
$3,769,000 (10.2%) during 1994 due to additional account relationships
established during the course of the year. At December 31, 1994, non-interest
bearing demand deposits represent 23.7% of the Company's deposit portfolio
compared to 22.2% at December 31, 1993. Average 1994 balances in non-interest
bearing demand deposits also increased as a percentage of the Company's total
deposit portfolio, 21.0% vs. 20.1% for the years ended December 31, 1994 and
1993, respectively.

LIQUIDITY AND INTEREST RATE SENSITIVITY

The primary functions of asset/liability management are to assure
adequate liquidity and to maintain an appropriate balance between
interest-sensitive assets and interest-bearing liabilities. Liquidity
management involves the ability to meet the cash flow requirements of
depositors and borrowers. Liquid assets (including cash, deposits with other
banks, short-term investments, and federal funds sold) are maintained to meet
customers needs. The Company had liquid assets of $16,197,000 and $29,679,000
as of December 31, 1994 and 1993, respectively. In addition, investment
securities and loans (excluding residential mortgages on one-to-four family
residences, installment loans, and lease financing) maturing within one year
totalled $58,356,000 and $63,917,000 at December 31, 1994 and 1993,
respectively. Asset maturities within one year, combined with liquid assets,
aggregated 37.8% and 46.9% of total deposits at the end of 1994 and 1993,
respectively.

Interest rate risk is an inherent part of the banking business as
financial institutions gather deposits and borrow other funds to finance
earning assets. Interest rate risk results when repricing of rates paid on
deposits and other borrowings do not coincide with the repricing of
interest-earning assets. Interest rate sensitivity management seeks to avoid
fluctuating net interest margins and to enhance consistent growth of net
interest income through periods of changing interest rates. The following table
shows the estimated maturity and repricing structure of the Company's
interest-earning assets and interest-bearing liabilities for three different
independent and cumulative time intervals as of December 31, 1994 (dollars in
millions). Nonmaturing deposit categories, including savings, NOW, and money
market deposits are assumed to reprice along the following schedule - 10%
within 0-30 days; 20% within 31-90 days, and 30% within 91 days to one year.
Assumptions regarding prepayment and withdrawal rates are based upon industry
experience and management believes such assumptions to be reasonable. The table
does not necessarily indicate the impact general interest rate movements may
have on the Company's net interest income as the actual repricing experience of
certain assets and liabilities, such as loan prepayments and deposit
withdrawals, is beyond the Company's control. As a result, certain assets and
liabilities may reprice at intervals different than the maturities assumed in
the following table given the general movement in interest rates. Also, the
interest rates on certain types of assets and liabilities may fluctuate in
advance of changes in market interest rates, while interest rates on other
types may lag behind changes in market rates.

<TABLE>
<CAPTION>
TOTAL
0-30 31-90 91-365 0-365
DAYS DAYS DAYS DAYS
---- ----- ------ -----
<S> <C> <C> <C> <C>
ASSETS
Loans
Fixed $ 2.6 $ 5.9 $26.6 $ 35.1
Variable 44.6 0.0 0.0 44.6
Investment 2.0 1.6 15.4 19.0
Federal funds 4.0 0.0 0.0 4.0
----- ------ ----- ------
Total $53.2 $ 7.5 $42.0 $102.7
===== ====== ===== ======
LIABILITIES
Savings & NOW deposits $ 6.6 $ 13.3 $19.9 $ 39.8
Time deposits 5.2 5.8 20.8 31.8
Money market deposits 3.5 7.0 10.6 21.1
----- ------ ----- ------
Total $15.3 $ 26.1 $51.3 $ 92.7
===== ====== ===== ======
Interest sensitivity
gap $37.9 $(18.6) $(9.3) $ 10.0
Cumulative gap 37.9 19.3 10.0 10.0
Cumulative gap as a
percentage of total
earning assets 18.3% 9.3% 4.8% 4.8%

</TABLE>

At December 31, 1994, interest-sensitive assets and interest-sensitive
liabilities subject to repricing within one year, as a percentage of total
assets were 45.3% and 41.2%, respectively. Variable rate and maturing fixed
rate loans are the primary interest-sensitive assets repricing within one year.
On the funding side of the balance sheet, savings, NOW, and money market
deposits are the primary interest-sensitive liabilities subject to repricing in
the coming year. The table above demonstrates the Company is asset-sensitive at
December 31, 1994, which would normally indicate that the Company's net
interest margin would improve if rates increased and deteriorate if interest
rates decreased.

<PAGE> 13
CAPITAL RESOURCES

Total stockholders' equity increased $1,413,000 in 1994, $8,163,000 in
1993, and $3,089,000 in 1992. The 1994 increase was primarily the result of net
earnings retention, reduced by the tax effected net unrealized holding losses
on securities available-for-sale. The increase in 1993 was primarily the result
of $6,766,000 of net proceeds received from the Company's public stock offering
completed in April. The remaining increase in 1993 stockholder's equity was
primarily the result of net earnings retention. The increase in 1992
stockholders' equity was the result of net earnings retention and the capital
issued to acquire Eastbrook. The following table illustrates historical
internal growth trends for the years indicated.

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------
1994 1993 1992
-----------------------
<S> <C> <C> <C>
Return on assets 1.3% 1.1% 1.1%
Return on equity 11.0 10.3 13.9
Earnings retained 70.9 68.2 75.8
Dividend payout ratio 29.1 31.6 24.2
Internal capital growth 7.8 7.0 10.5
Asset growth (0.4) 11.4 13.2

</TABLE>

The Company is pursuing a policy of continued asset growth. In order to
maintain appropriate ratios of equity to total assets, a corresponding level of
capital growth must be achieved. Historically, capital growth has come
primarily from internal sources through increased earnings and a conservative
dividend policy. In addition, capital has increased through funds attracted in
the capital markets resulting from public stock offerings and acquisition
activity. The Company's dividend policy considers shareholders' desire for
current income and the Company's need to provide internal capital growth
through earnings retention. The percentage of earnings retention increased in
1994, despite an increase in the quarterly dividend rate, due to the earnings
growth of 23.4% during the year. Approximately 31.8% of the earnings growth
($170,000) was related to the Company's realization of income tax reductions
associated with net operating loss carryforwards utilized during the year which
reduced the Company's income tax expense. Exclusive of these tax benefits, the
Company's net earnings retention in 1994 was approximately equal to that in
1993. Dividends paid by the Bank to the Company are used primarily to fund
stockholders' dividends and for additional working capital.

There are certain regulatory constraints which affect the Company's
capital levels. In 1990, the Federal Reserve Board implemented additional
capital requirements calling for risk weights to be assigned to on-and-off
balance sheet items in arriving at risk-adjusted total assets. Effective
December 19, 1992, the bank regulators established five capital level
definitions for financial institutions: "well-capitalized,"
"adequately-capitalized," "undercapitalized," "significantly undercapitalized,"
and "critically undercapitalized." A well-capitalized bank or bank holding
company must satisfy certain percentage tests and not be subject to any
regulatory capital directive. The following table sets forth the Company's
ratios at December 31, 1994, including the Tier 1 leverage ratio, and
risk-based capital ratios based upon Tier 1 capital (which does not include any
addition for the allowance for loan losses) and total risk-based capital (which
considers the allowance for loan losses as capital to the extent of 1.5% of
risk-weighted assets). Additionally, the table sets forth the comparative
levels and ratios of minimum capital and a "well-capitalized" institution as
defined by the regulators (dollars in thousands):

<TABLE>
<CAPTION>
Regulatory Regulatory
Minimum Well-capitalized
Actual Requirement Requirement
--------------------------------------------------------
Amount Percent Amount Percent Amount Percent
--------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Tier 1 leverage $26,414 11.9% $ 6,680 3.0% $11,134 5.0%
Tier 1 risk-based capital 26,413 17.6 6,004 4.0 9,005 6.0
Risk-based capital 28,290 18.9 12,007 8.0 15,009 10.0

</TABLE>

There are certain regulatory constraints which affect the Company's
capital levels. See Note 12 to the consolidated financial statements for
additional explanation of these regulatory constraints.

IMPACT OF INFLATION AND CHANGING PRICES

The Company's Consolidated Financial Statements have been prepared in
conformity with generally accepted accounting principles which require the
measurement of financial position and operating results in terms of historical
dollars without consideration of changes in the relative purchasing power of
money over time impacted by inflation. The impact of inflation is reflected in
the company's other expenses which tend to rise during periods of general
inflation. The majority of the Company's assets and liabilities are monetary in
nature and therefore differ greatly from most commercial and industrial
companies that have significant investments in fixed assets or inventories.
Consequently, interest rates have a greater impact on the Company's performance
than do the general levels of inflation. Management believes the most
significant impact on the Company's financial results is its ability to react
to interest rate changes and endeavors to maintain an essentially balanced
position between interest sensitive assets and liabilities in order to protect
against wide fluctuations in the Company's net interest margin.
<PAGE> 14
PENDING ACCOUNTING CHANGES

Effective January 1, 1995, the Company will adopt Statement of
Financial Accounting Standard No. 114, "Accounting by Creditors for Impairment
of a Loan." As a result of applying the new rules, certain impaired loans will
be reported at the present value of expected future cash flows using the loan's
effective interest rate, or as a practical expedient, at the loan's observable
market price or the fair value of the collateral if the loan is collateral
dependent. The Company does not expect the adoption of the standard to have a
material impact on the Company's financial position or results of operation.

PENDING BANK ACQUISITION

On January 26, 1995, the Company entered into a letter of intent to
acquire all of the outstanding stock of Waterford Bancshares, Inc.
("Bancshares") of Waterford, Wisconsin. Bancshares is the parent bank holding
company for Waterford Bank ("Waterford"). The acquisition is contingent upon
the negotiation of a definitive agreement between the parties, approval from
the appropriate regulatory authorities and the Bancshares shareholders, and
registration of the Company's shares with the Securities and Exchange
Commission. At December 31, 1994, Bancshares had total assets of approximately
$39 million. The transaction will be accounted for using the purchase method of
accounting.
<PAGE> 15
REPORT OF MANAGEMENT

The management of State Financial Services Corporation is responsible
for the preparations and integrity of the Consolidated Financial Statements and
other financial information included in this annual report. The financial
statements have been prepared in accordance with generally accepted accounting
principles and include amounts that are based upon informed judgements and
estimates by management. The other financial information in this annual report
is consistent with the financial statements.

The Company maintains a system of internal accounting controls.
Management believes that the internal accounting controls provide reasonable
assurance that transactions are executed and recorded in accordance with
Company policy and procedures and that the accounting records may be relied on
as a basis for preparation of the financial statements and other financial
information.

State Financial's independent public auditors were engaged to perform
an audit of the Consolidated Financial Statements, and the auditor's report
expresses their opinion as to the fair presentation of the financial statements
in conformity with generally accepted accounting principles.

The Audit Committee of the Board of Directors, comprised of directors
who are not employees of the Company, meets periodically with management, the
internal auditors, and the independent public auditors to discuss the adequacy
of the internal accounting controls. Both the independent public auditors and
the internal auditors have full and free access to the Audit Committee.

Michael J. Falbo
Michael J. Falbo
President and
Chief Executive Officer

Michael A. Reindl
Michael A. Reindl
Vice President, Controller, and Chief Financial Officer

REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

Board of Directors and Stockholders
State Financial Services Corporation

We have audited the accompanying consolidated balance sheets of State
Financial Services Corporation and subsidiary (the Company) as of December 31,
1994 and 1993, and the related consolidated statements of income, stockholders'
equity and cash flows for each of the three years in the period ended December
31, 1994. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated financial position of the
Company at December 31, 1994 and 1993, and the consolidated results of their
operations and cash flows for each of the three years in the period ended
December 31, 1994, in conformity with generally accepted accounting principles.

As discussed in Note 1 to the consolidated financial statements, the
Company changed its method of accounting for investment securities in 1994.

Ernst and Young LLP
January 20, 1995

<PAGE> 16
STATE FINANCIAL SERVICES CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
December 31
1994 1993
---- ----
<S> <C> <C>
ASSETS
Cash and due from banks $ 11,195,006 $ 12,681,114
Federal funds sold 4,001,864 10,897,459
Other short-term investments 1,000,000 6,100,000
------------ ------------
Cash and cash equivalents 16,196,870 29,678,573
Investment securities:
Held-to-maturity (fair value of $34,215,671 -
1994 and $60,982,852 - 1993) 34,901,412 60,637,073
Available-for-sale (at fair value) 22,567,332 -
Loans 145,813,257 130,254,151
Less allowance for loan losses 1,982,941 2,084,467
------------ ------------
Net loans 143,830,316 128,169,684
Premises and equipment 4,434,350 4,725,869
Accrued interest receivable 1,436,468 1,264,559
Other assets 1,808,134 1,648,684
------------ ------------
$225,174,882 $226,124,442
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
Demand $ 46,782,692 $ 44,498,633
Savings 66,365,935 73,607,677
Time deposits in excess of $100,000 5,708,129 5,474,858
Other time deposits 78,544,408 76,187,239
------------ ------------
Total deposits 197,401,164 199,768,407
Notes payable 115,364 227,879
Securities sold under agreement to repurchase 300,000 -
Accrued expenses and other liabilities 554,718 786,980
Accrued interest payable 634,742 585,499
------------ ------------
Total liabilities 199,005,988 201,368,765

Stockholders' equity:
Preferred stock, $1 par value; authorized
100,000 shares; issued and outstanding - none - -
Common stock, $.10 par value; authorized -
10,000,000 shares; issued and outstanding -
1,985,678 shares in 1994 and 1,977,548
shares in 1993 198,568 197,755
Capital surplus 18,030,527 17,946,330
Retained earnings 9,215,542 7,226,099
Net unrealized holding loss on securities
available-for-sale (708,361) -
Guaranteed ESOP obligation (567,382) (614,507)
------------ ------------
Total stockholders' equity 26,168,894 24,755,677
------------ ------------
$225,174,882 $226,124,442
============ ============
</TABLE>
See accompanying notes
<PAGE> 17
STATE FINANCIAL SERVICES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
Year ended December 31
1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
Interest income:
Loans $12,086,365 $11,066,214 $11,289,087
Investment securities:
Taxable 2,125,903 2,239,093 2,172,114
Tax-exempt 789,312 741,643 598,499
Federal funds sold 226,224 306,259 411,712
----------- ----------- -----------
Total interest income 15,227,804 14,353,209 14,471,412
Interest expense:
Deposits 4,750,979 4,753,539 5,714,350
Notes payable and other borrowings 21,702 99,716 257,323
----------- ----------- -----------
Total interest expense 4,772,681 4,853,255 5,971,673
----------- ----------- -----------
Net interest income 10,455,123 9,499,954 8,499,739
Provision for loan losses 120,000 147,000 132,500
----------- ----------- -----------
Net interest income after
provision for loan losses 10,335,123 9,352,954 8,367,239
Other income:
Service charges on deposit accounts 1,067,748 1,105,776 1,067,123
ATM service charges 214,920 177,949 158,549
Merchant services 607,545 453,132 379,147
Building rent 239,600 198,955 169,840
Investment securities gains/(losses), net (10,290) 237 -
Other 318,520 298,270 269,992
----------- ----------- -----------
2,438,043 2,234,319 2,044,651
Other expenses:
Salaries and employee benefits 3,633,297 3,326,049 3,057,111
Net occupancy expense 782,805 780,636 691,342
Equipment rentals,
depreciation and maintenance 932,452 859,007 840,425
Data processing 609,349 644,121 574,258
Legal and professional 289,357 301,461 327,663
ATM fees 210,465 223,411 204,107
Merchant services 519,063 393,211 326,618
Regulatory agency assessments 442,884 408,075 372,275
Postage and courier 186,937 193,709 190,914
Office supplies 222,179 171,993 166,657
Advertising 202,095 197,372 174,226
Other 925,297 937,482 841,516
----------- ----------- -----------
8,956,180 8,436,527 7,767,112
----------- ----------- -----------
Income before income taxes 3,816,986 3,150,746 2,644,778
Income taxes 1,010,037 875,570 561,693
----------- ----------- -----------
Net income $ 2,806,949 $ 2,275,176 $ 2,083,085
=========== =========== ===========
Net income per common and common
equivalent share $ 1.45 $ 1.27 $ 1.57
=========== =========== ===========
</TABLE>
See accompanying notes

<PAGE> 18
STATE FINANCIAL SERVICES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
Class A Class B Unrealized Guaranteed
Common Common Capital Retained Loss on ESOP
Stock Stock Surplus Earnings Securities Obligation Total
------- ------- ------- -------- ---------- ---------- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Balances at January 1, 1992 $ 46,298 $808,338 $ 5,527,981 $7,586,128 $ - $(464,478) $13,504,267
Net income - - - 2,083,085 - - 2,083,085
Reclassification
of 808,338 shares of Class B
common stock as Class A common
stock 80,833 (808,338) 4,219,631 (3,492,126) - - -
Issuance of 118,037 shares
of common stock 11,804 - 1,354,337 - - - 1,366,141
Issuance of 7,500 shares
of common stock under
the 1990 Stock Plans 750 - 77,131 - - - 77,881
Cash dividends:
Class A - $.330 per share - - - (375,190) - - (375,190)
Class B - $.160 per
share - - - (129,334) - - (129,334)
Fractional shares relating
to 20% stock dividend (10) - (1,466) 1,476 - - -
Reduction of guaranteed
ESOP obligation - - - - - 65,971 65,971
-------- -------- ----------- ---------- -------- --------- -----------
Balances at December 31, 1992 139,675 - 11,177,614 5,674,039 - (398,507) 16,592,821
Net income - - - 2,275,176 - - 2,275,176
Issuance of 5,596 shares
of common stock under
the 1990 Stock Plans 560 - 56,882 - - - 57,442
Issuance of 200 shares
relating to 20% stock
dividend on above Plans 20 - 2,980 (3,000) - - -
Issuance of 575,000 shares
of common stock 57,500 - 6,708,854 - - - 6,766,354
Cash dividends - common stock - - - (720,116) - - (720,116)
Reduction of guaranteed
ESOP obligation - - - - - 51,500 51,500
Increase in guaranteed
ESOP obligation - - - - - (267,500) (267,500)
-------- -------- ----------- ---------- -------- --------- -----------
Balances
AT DECEMBER 31, 1993 197,755 - 17,946,330 7,226,099 - (614,507) 24,755,677
NET INCOME - - - 2,806,949 - 2,806,949
ISSUANCE OF 8,130 SHARES
OF COMMON STOCK UNDER
THE 1990 STOCK PLANS 813 - 84,197 - - - 85,010
CASH DIVIDENDS - COMMON STOCK - - - (817,506) - - (817,506)
INVESTMENTS FAIR VALUE
ADJUSTMENT - NET OF
TAX EFFECT OF $363,872 - - - - (708,361) - (708,361)
REDUCTION OF GUARANTEED
ESOP OBLIGATION - - - - - 47,125 47,125
-------- -------- ----------- ---------- -------- --------- -----------
BALANCES AT DECEMBER 31, 1994 $198,568 $ - $18,030,527 $9,215,542 $(708,361) $(567,382) $26,168,894
======== ======== =========== ========== ======== ========= ===========
</TABLE>
See accompanying notes

<PAGE> 19
STATE FINANCIAL SERVICES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
Year ended December 31
1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net income $2,806,949 $2,275,176 $2,083,085
Adjustments to reconcile net income to net
cash provided by operating activities:
Provision for loan losses 120,000 147,000 132,500
Provision for depreciation 616,576 553,727 482,270
Amortization
of investment securities
premiums and accretion of discounts, net 165,908 190,134 144,146
Amortization of goodwill 29,711 29,711 14,855
Deferred income taxes (92,000) (184,300) (197,600)
Amortization of branch acquisition premium 29,665 9,888 -
(Increase) decrease in interest receivable (171,909) 2,156 56,144
Increase (decrease) in interest payable 49,243 39,594 (396,790)
Realized investment securities (gains) losses 10,290 (237) -
Other 13,184 761,712 346,522
----------- ----------- -----------
Net cash provided by operating activities 3,577,617 3,824,561 2,665,132

INVESTING ACTIVITIES
Proceeds from sales, maturity or principal
payments of held-to-maturity investment securities 12,412,091 19,905,449 18,303,817
Purchases of held-to-maturity investment securities (13,874,294) (31,082,768) (34,070,194)
Purchases of securities available for sale (9,078,694) - -
Maturities and sales of securities available
for sale 12,460,795 - -
Net decrease (increase) in loans (15,780,632) (10,437,465) 1,023,420
Net purchases of premises and equipment (325,057) (588,795) (802,927)
Business acquisitions, net of cash acquired
of $72,729 in 1993:
Loans - - (7,635,053)
Federal funds sold - - (650,000)
Investment securities - - (631,226)
Premises and equipment - (195,000) (1,125,294)
Goodwill - - (415,949)
Branch acquisition premium - (148,325) -
Deposits - 11,136,845 9,720,763
Other, net - 57,118 (17,962)
----------- ----------- -----------
Net cash used by investing activities (14,185,791) (11,352,941) (16,300,605)
</TABLE>

<PAGE> 20
STATE FINANCIAL SERVICES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

<TABLE>
<CAPTION>
Year ended December 31
1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
FINANCING ACTIVITIES
Net increase (decrease) in deposits before acquisition $ (2,367,243) $ 6,334,709 $11,766,126
Repayment of notes payable (112,515) (2,677,113) (105,263)
Net (increase) decrease in guaranteed ESOP obligation 47,125 (216,000) -
Proceeds (repayment) from securities sold
under agreements to repurchase 300,000 - (300,000)
Cash dividends (817,506) (720,116) (504,524)
Issuance of common stock in acquisition - - 1,366,141
Issuance of common stock in public offering - 6,766,354 -
Proceeds from exercise of stock options 76,610 44,192 56,881
----------- ----------- -----------
Net cash provided (used) by financing activities (2,873,529) 9,532,026 12,279,361
----------- ----------- -----------
Increase (decrease)
in cash and cash equivalents (13,481,703) 2,003,646 (1,356,112)
Cash and cash equivalents at beginning of year 29,678,573 27,674,927 29,031,039
----------- ----------- -----------
Cash and cash equivalents at end of year $16,196,870 $29,678,573 $27,674,927
=========== =========== ===========
Supplementary information:
Interest paid $ 4,701,736 $ 4,813,661 $ 6,340,240
Income taxes paid 1,017,276 957,495 658,153
Non-cash transactions:
Investment securities transferred
to available-for-sale portfolio 27,059,267 - -
Issuance of common stock under
1990 Stock Plans, net 8,400 13,500 21,000
Reclassification of Class B to Class A
common stock - - 808,338
</TABLE>
See accompanying notes.

STATE FINANCIAL SERVICES CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. ACCOUNTING POLICIES

BUSINESS

State Financial Services Corporation (the Company) and its wholly owned
subsidiary, State Financial Bank (the Bank) provide a full range of financial
services to customers through their branch locations in metro Milwaukee,
Wisconsin. State Financial Bank is the institution resulting from the merger on
June 20, 1994, of the Company's four subsidiary banks wherein University
National Bank, Edgewood Bank and Eastbrook State Bank were merged into State
Bank, Hales Corners. The Bank is subject to competition from other financial
institutions and is also subject to the regulations of certain federal and
State of Wisconsin agencies and undergoes periodic examinations by those
regulatory authorities.

BASIS OF FINANCIAL STATEMENT PRESENTATION

The consolidated financial statements include the accounts of the
parent company and its subsidiary. All significant intercompany balances and
transactions have been eliminated. In preparing the financial statements,
management is required to make estimates and assumptions that affect the
reported amounts of assets and liabilities as of the date of the balance sheet
and revenues and expenses for the period. Actual results could differ
significantly from those estimates. Material estimates that are particularly
susceptible to significant change in the near-term relate to the determination
of the allowance for loan losses and the valuation of real estate acquired in
connection with foreclosures or in satisfaction of loans. In connection with
the determination of the allowance for loan losses and the valuation of
foreclosed properties, management obtains independent appraisals for
significant properties.
<PAGE> 21
INVESTMENT SECURITIES

Through December 31, 1993, investment securities were stated at amortized
cost, adjusted for the level-yield amortization of premiums and accretion of
discounts. Management determined the appropriate classification of securities at
the time of purchase. If the Bank had the intent and ability to hold securities
until maturity, they were classified as held-to-maturity and carried at
amortized historical cost. All of the Company's securities at December 31, 1993,
were classified as held-to-maturity.

As of January 1, 1994, the Company changed its method of accounting for
investments. Securities are classified as held-to-maturity, trading or
available-for-sale. As of January 1, 1994 and subsequent periods, management
determines the appropriate classification of securities at the time of
purchase. In accordance with the standard, prior period financial statements
have not been restated to reflect the change in accounting principle. The
balance of stockholders' equity as of January 1, 1994, was decreased by $33,518
(net of $17,267 in deferred income taxes) to reflect the net unrealized holding
losses on securities classified as available-for-sale previously carried at
amortized cost or lower of cost or market.

Trading account assets are held for resale in anticipation of
short-term market movements. Trading account assets are stated at fair value.
Gains and losses, both realized and unrealized, are included in net trading
account profits and commissions.

Debt securities are classified as held-to-maturity when the Company has
the positive intent and ability to hold the securities to maturity.
Held-to-maturity securities are carried at amortized cost.

Debt securities not classified as held-to-maturity or trading and all
equity securities are classified as available-for-sale and are carried at
estimated fair value, with unrealized gains and losses, net of tax, reported as
a separate component of equity.

The amortized cost of debt securities classified as held-to-maturity or
available-for-sale is adjusted for amortization of premiums and accretion of
discounts to maturity, or in the case of mortgage-related securities, over the
estimated life of the security. Such amortization is calculated using the
level-yield method, adjusted for prepayments, and is included in interest
income from investments. Realized gains and losses, and declines in value
judged to be other than temporary are included in net securities gains and
losses. The cost of securities is based on the specific identification method.

INTEREST ON lOANS

Interest income on loans is accrued and credited to operations based on
the principal amount outstanding. The accrual of interest income is generally
discontinued when a loan becomes 90 days past due as to principal or interest
and/or when, in the opinion of management, full collection is unlikely. When
interest accruals are discontinued, unpaid interest credited to income in the
current year is reversed and interest accrued in the prior year is charged to
the allowance for loan losses. Management may elect to continue the accrual of
interest when the loan is in the process of collection and the estimated net
realizable value of collateral is sufficient to cover the principal balance and
accrued interest.

LOAN FEES AND RELATED COSTS

Loan origination and commitment fees and certain direct loan
origination costs are deferred and the net amounts are amortized as an
adjustment of the related loan's yield. The Company is generally amortizing
these amounts using the level-yield method over the contractual life of the
related loans. Fees related to stand-by letters of credit are recognized over
the commitment period.

ALLOWANCE FOR LOAN LOSSES

The allowance for loan losses is maintained at a level believed
adequate by management to absorb potential losses in the loan portfolio.
Management's determination of the adequacy of the allowance is based on an
evaluation of the portfolio, past loan loss experience, current economic
conditions, volume, growth and composition of the loan portfolio, and other
relevant factors. The allowance is increased by provisions charged to earnings
and reduced by charge-offs, net of recoveries.

The Company will adopt Statement of Financial Accounting Standards No.
114, "Accounting by Creditors for Impairment of a Loan," effective January 1,
1995. As a result of applying the new rules, certain impaired loans will be
reported at the present value of expected future cash flows using the loan's
effective interest rate, or as a practical expedient, at the loan's observable
market price or the fair value of the collateral if the loan is collateral
dependent. The Company does not expect the adoption of the standard to have a
material impact on the Company's financial position or results of operations.

A substantial portion of the Bank's loans are to customers located in
Southeastern Wisconsin. Accordingly, the ultimate collectibility of a
substantial portion of the Bank's loan portfolio is susceptible to changes in
market conditions in that area.
<PAGE> 22

PREMISES AND EQUIPMENT

Land is carried at cost. Premises and equipment are carried at cost
less accumulated depreciation. The provision for depreciation is computed using
both accelerated and straight-line methods over the estimated useful lives of
the respective assets.

EARNINGS PER SHARE

Earnings per share are computed based on the weighted average common
and common equivalent (if dilutive) shares outstanding, as restated for 1992,
to give effect to a March 1993 stock dividend. The components of stockholders'
equity have also been restated. The weighted average number of shares used was
1,940,557 in 1994, 1,789,211 in 1993 and 1,326,642 in 1992.

INCOME TAXES

The Company accounts for income taxes using the liability method.
Deferred income tax assets and liabilities are adjusted regularly to amounts
estimated to be receivable or payable based on current tax law and the
Company's tax status. Consequently, tax expense in future years may be impacted
by changes in tax rates and tax return limitations.

The Company and its subsidiary file a consolidated federal income tax
return. The subsidiary provides for income taxes on a separate-return basis and
remits to the Company amounts determined to be currently payable or realizes
the benefit it would be entitled to on such a basis. The Company and subsidiary
file separate state income tax returns.

CASH EQUIVALENTS

For purposes of the statement of cash flows, the Company considers cash
and due from banks and investment securities with maturities of three months or
less at the time of acquisition as cash and cash equivalents.

RECLASSIFICATIONS

Certain balances have been reclassified in 1992 and 1993 to conform to
their presentation in 1994.

2. ACQUISITIONS

The Company acquired 4.9% of Eastbrook State Bank (Eastbrook) upon
formation of this bank in March 1990. From March 1990 to July 1992, the Company
accounted for its investment on the equity method of accounting. In July 1992,
the Company completed the acquisition of the remaining shares of Eastbrook. The
Company issued 118,037 shares of its Class A common stock in exchange for 95.1%
of the outstanding stock of Eastbrook not previously owned by the Company. This
acquisition has been accounted for as a purchase and, accordingly, the results
of operations of Eastbrook have been included in the Company's financial
statements since July 1992.
The following table contains selected consolidated financial
information of the Company for the year ended December 31, 1992, on a pro forma
basis, assuming that the acquisition of Eastbrook occurred on January 1, 1992
(unaudited):

<TABLE>
<S> <C>
Total income $17,036,020
Net income 1,927,676
Net income per share 1.39
</TABLE>

In August 1993, Eastbrook acquired $11,137,000 of customer deposits of
a branch office from another financial institution. Eastbrook received assets
with fair value of $10,989,000 (including cash) for assumption of the
liabilities. The fair value of the liabilities assumed exceeded the fair value
of the assets acquired by $148,000 which was allocated to a core deposit
intangible which is being amortized over a five-year period. This acquisition
has been accounted for as a purchase and, accordingly, the results of
operations of the acquired branch have been included in the Company's financial
statements since the acquisition date.

3. RESTRICTIONS ON CASH AND DUE FROM BANK ACCOUNTS

The banks are required to maintain reserve balances with the Federal
Reserve Bank. The average amount of reserve balances for the year ended
December 31, 1994 was approximately $1,255,000.
<PAGE> 23

4. INVESTMENT SECURITIES

The amortized cost and estimated fair values of investments in debt
securities follow:

HELD-TO-MATURITY

<TABLE>
<CAPTION>
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED ESTIMATED
DECEMBER 31, 1994: COST GAINS LOSSES FAIR VALUE
- ------------------ --------- ---------- ---------- -----------
<S> <C> <C> <C> <C>
U.S. TREASURY SECURITIES
AND OBLIGATIONS OF U.S.
GOVERNMENT AGENCIES $20,026,354 $ 145 $ (328,500) $19,697,999
OBLIGATIONS OF STATES AND
POLITICAL SUBDIVISIONS 14,575,058 17,580 (328,596) 14,264,042
OTHER SECURITIES 300,000 - (46,370) 253,630
----------- -------- ----------- -----------
$34,901,412 $ 17,725 $ (703,466) $34,215,671
=========== ======== =========== ===========
December 31, 1993:
- ------------------
U.S. Treasury securities
and obligations of U.S.
government agencies $18,508,864 $207,971 $ (5,512) $18,711,323
Obligations of states and
political subdivisions 18,143,942 255,674 (48,569) 18,351,047
Mortgage-backed securities 21,508,961 60,231 (111,016) 21,458,176
Other securities 2,475,306 - (13,000) 2,462,306
----------- -------- ----------- -----------
$60,637,073 $523,876 $ (178,097) $60,982,852
=========== ======== =========== ===========

</TABLE>

<TABLE>
<CAPTION>
AVAILABLE-FOR-SALE
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED ESTIMATED
DECEMBER 31, 1994: COST GAINS LOSSES FAIR VALUE
- ------------------ --------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
U.S. TREASURY SECURITIES
AND OBLIGATIONS OF U.S.
GOVERNMENT AGENCIES $ 2,923,987 $ - $ (4,131) $ 2,919,856
MORTGAGE-BACKED SECURITIES 20,014,440 - (1,068,102) 18,946,338
OTHER SECURITIES 701,138 - - $ 701,138
----------- -------- ----------- -----------
$23,639,565 $ - $(1,072,233) $22,567,332
=========== ======== =========== ============
</TABLE>

The amortized cost and estimated fair value of investment securities at
December 31, 1994, by contractual maturity, are shown below. Expected
maturities may differ from contractual maturities because borrowers or issuers
may have the right to call or prepay obligations with or without call or
prepayment penalties.

HELD-TO-MATURITY

<TABLE>
<CAPTION>
ESTIMATED
AMORTIZED COST FAIR VALUE
-------------- -----------
<S> <C> <C>
Due in one year or less $13,895,603 $13,769,628
Due after one year through five years 19,997,674 19,517,151
Due after five years through ten years 907,179 835,302
Due after ten years 100,956 93,590
----------- -----------
$34,901,412 $34,215,671
=========== ===========
</TABLE>

AVAILABLE-FOR-SALE
<TABLE>
<CAPTION>
ESTIMATED
AMORTIZED COST FAIR VALUE
-------------- ----------
<S> <C> <C>
Due in one year or less $ 5,000,531 $ 4,978,493
Due after one year through five years 18,639,034 17,588,839
----------- -----------
$23,639,565 $22,567,332
=========== ===========
</TABLE>
<PAGE> 24
Proceeds from sales of investments in debt and marketable equity
available-for-sale securities during 1994 were $4,475,035. Gross losses of
$10,290 and no gains were realized on the 1994 sales. Due to the Company's
adoption of SFAS No. 115 effective January 1, 1994, no debt and marketable
equity securities were classified as available-for-sale prior to January 1,
1994. In 1993, proceeds from sales of investments in debt and marketable equity
securities were $250,154. Gross gains of $237 and no losses were realized on
the 1993 sales. There were no sales of investments during 1992.

At December 31, 1994 and 1993, investment securities with a carrying value
of $3,108,372 and $1,533,479, respectively, were pledged as collateral to secure
public deposits and for other purposes.

5. LOANS

A summary of loans outstanding at December 31, 1994 and 1993, follows:

<TABLE>
<CAPTION>
1994 1993
---- ----
<S> <C> <C>
Commercial $ 39,231,465 $ 39,374,662
Consumer 19,157,076 17,055,317
Real estate mortgage 75,908,918 62,895,934
Other 11,515,798 10,928,238
------------ ------------
$145,813,257 $130,254,151
============ ============
</TABLE>

6. ALLOWANCE FOR LOAN LOSSES AND OTHER REAL ESTATE OWNED

Changes in the allowance for loan losses for the three years ended
December 31, 1994 are as follows:

<TABLE>
<CAPTION>
1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
Balance at beginning of year $2,084,467 $2,050,762 $1,989,815
Additions from acquired bank - - 301,906
Charge-offs (280,856) (228,601) (518,636)
Recoveries 59,330 115,306 145,177
---------- ---------- ----------
Net charge-offs (221,526) (113,295) (373,459)
Provision for loan losses 120,000 147,000 132,500
---------- ---------- ----------
Balance at end of year $1,982,941 $2,084,467 $2,050,762
========== ========== ==========
</TABLE>

Other real estate owned ($218,817 and $27,942 at December 31, 1994 and
1993, respectively) is generally comprised of properties acquired through
foreclosure proceedings or acceptance of a deed in lieu of foreclosure. Other
real estate included $25,000 of in-substance foreclosed properties at December
31, 1993. There were no in-substance foreclosed properties at December 31,
1994. These properties are carried at the lower of cost or fair market value.
Loan losses from the acquisition of such property are charged against the
allowance for loan losses. An allowance for losses on other real estate is
maintained for subsequent valuation adjustments on a specific property basis.

7. LOANS TO RELATED PARTIES

In the ordinary course of business, loans are granted to related
parties, which include bank officers, principal shareholders, directors and
entities in which such persons are principal shareholders. Loans outstanding at
December 31, 1994 and 1993 to such related parties were approximately
$6,461,000 and $3,739,000, respectively. During 1994, approximately $5,015,000
of new loans were made and repayments totaled approximately $2,293,000. Loans
to related parties were made on substantially the same terms, including
interest rates and collateral, as those prevailing at the time for comparable
transactions with unrelated persons and do not involve more than the normal
risk of collectibility.

8. PREMISES AND EQUIPMENT

A summary of premises and equipment at December 31, 1994 and 1993,
is as follows:

<TABLE>
<CAPTION>
1994 1993
---- ----
<S> <C> <C>
Buildings $3,262,325 $3,271,407
Furniture and equipment 3,696,978 3,464,554
Leasehold improvements 1,444,080 1,389,778
---------- ----------
8,403,383 8,125,739
Less accumulated depreciation 4,857,103 4,287,940
---------- ----------
3,546,280 3,837,799
Land 888,070 888,070
---------- ----------
$4,434,350 $4,725,869
========== ==========
</TABLE>
<PAGE> 25
9. NOTES PAYABLE

Notes payable at December 31, 1994 and 1993 consist of a mortgage note
payable in equal monthly installments of $7,460, including interest at 9.50%,
through December 1, 1997, which is secured by certain land and buildings.

Aggregate annual maturities of notes payable for the two years subsequent
to December 31, 1994 are as follows: 1995 - $82,073 and 1996 - $33,291.

The Company has a $1,000,000 line of credit available through
June 1, 1995, at the prime rate (8.5% at December 31, 1994). As of
December 31, 1994, no amounts are outstanding on the line.

10. EMPLOYEE BENEFIT PLANS

The Company has a noncontributory money purchase pension plan covering
substantially all employees who meet certain minimum age and service
requirements. Annual contributions are fixed based on compensation of
participants. The Company's contribution to the pension plan for each
participant is an amount equal to 4% of the participants total eligible
compensation plus an additional 2% of the participants eligible compensation in
excess of $20,000. The Company's funding policy is to contribute annually the
maximum amount that can be deducted for federal income tax purposes. Company
contributions are made annually at the discretion of the board of directors and
amounted to $94,320 in 1994, $104,773 in 1993 and $99,457 in 1992. Plan assets
are invested in a diversified portfolio of high quality debt and equity
investments.

In 1990, the Company formed an Employees' Stock Ownership Plan (ESOP)
for the benefit of employees meeting certain minimum age and service
requirements. Company contributions to the ESOP trust, which was established to
fund the plan, are made on a discretionary basis and are expensed to operations
in the year accrued ($65,196 in 1994, $50,434 in 1993 and $58,439 in 1992). The
number of shares released to participants is determined based on the annual
contribution amount plus any dividends paid on unallocated shares divided by
the market price of the stock at the contribution date.

The activity in the number of unearned ESOP shares follows:

<TABLE>
<CAPTION>
1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
Balance at beginning of year 48,844 34,208 41,292
Shares committed to be released (6,382) (5,364) (7,084)
Additional shares purchased - 20,000 -
------ ------ ------
Balance at end of year 42,462 48,844 34,208
====== ====== ======
</TABLE>

At December 31, 1994, the fair value of unearned ESOP shares is
$615,714.

In 1990, the ESOP subscribed to purchase 66,000 shares of the Company's
common stock (at $8.75 per share) offered in the Company's public stock
offering. Subsequently, 33,000 shares were issued in each of 1991 and 1990.
Such shares are held by the ESOP trust. The ESOP trust purchased these shares
with $100,000 cash plus $477,500 of proceeds from a loan with a third party
bank. In 1993, this loan was paid in full and replaced with a $615,000 loan
from the Company.

Also in 1993, the plan purchased 20,000 shares of the Company's common
stock (at $13.38 per share). The cost of the unearned ESOP shares has been
shown as a reduction of stockholders' equity.

11. INCOME TAXES

Significant components of the provision for income taxes attributable
to continuing operations are as follows:

<TABLE>
<CAPTION>
1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
Current:
Federal $1,024,209 $ 863,948 $ 630,191
State 77,828 195,922 129,102
---------- ---------- ---------
1,102,037 1,059,870 759,293
========== ========== =========
Deferred
(credit):
Federal (74,000) (136,326) (181,100)
State (18,000) (47,974) (16,500)
---------- ---------- ---------
(92,000) (184,300) (197,600)
---------- ---------- ---------
$1,010,037 $ 875,570 $ 561,693
========== ========== =========
</TABLE>
<PAGE> 26

Deferred income taxes reflect the net tax effects of temporary
differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for income tax purposes.
Significant components of the Company s deferred tax assets and liabilities of
December 31, 1994 and 1993, are as follows:

<TABLE>
<CAPTION>
1994 1993
---- ----
<S> <C> <C>
Deferred tax assets:
Allowance for loan losses $ 414,547 $ 394,075
Federal net operating loss carryforward 277,702 358,443
State net operating loss carryforward 243,380 313,717
Other 430,000 104,017
---------- ----------
1,365,629 1,170,252
Valuation allowance for deferred tax assets (521,000) (691,130)
---------- ----------
Deferred tax assets 844,629 479,122
Deferred tax liabilities - other 292,873 19,366
---------- ----------
Net deferred tax assets $ 551,756 $ 459,756
========== ==========
</TABLE>

The income tax expense differs from that computed at the federal
statutory corporate tax rate as follows:

<TABLE>
<CAPTION>
Liability Method
----------------
1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
Income before income taxes $3,816,986 $3,150,746 $2,644,778
========== ========== ==========
Income tax expense at the
federal statutory rate of 34% $1,297,775 $1,071,254 $ 899,225
Increase (decrease) resulting from:
Tax-exempt interest income (301,620) (298,875) (237,622)
State income taxes, net of
federal income tax benefit 110,913 94,686 72,186
Decrease in valuation allowance
for deferred tax assets (170,130) (33,500) (189,000)
Other 73,099 42,005 16,904
---------- ---------- ----------
$1,010,037 $ 875,570 $ 561,693
========== ========== ==========
</TABLE>

At December 31, 1994 and 1993, the Company had state net operating loss
carryforwards of approximately $800,000 and $6,000,000, respectively.
Additionally, at December 31, 1994, the Company had federal net operating loss
carryforwards of $800,000. These carryforwards which are subject to an annual
limitation of approximately $100,000 are available to reduce future tax expense
through the year ending December 31, 2008.

12. RESTRICTIONS ON SUBSIDIARY DIVIDENDS, LOANS OR ADVANCES

Dividends are paid by the Company from its assets, which are mainly
provided by dividends from the Bank. However, certain restrictions exist
regarding the ability of the Bank to transfer funds to the Company in the form
of cash dividends, loans or advances. Approval of the regulatory authorities is
required to pay dividends in excess of certain levels of the Bank's retained
earnings.

As of December 31, 1994, the Bank had net retained earnings of
$2,206,000, all of which were available for distribution to the Company as
dividends without prior regulatory approval.

Under Federal Reserve Bank regulations, the Bank is limited as to the
amount it may loan to its affiliates, including the Company, unless such loans
are collateralized by specified obligations. At December 31, 1994, the maximum
amount available for transfer from the Bank to the Company in the form of loans
approximated 8% of consolidated net worth.

13. FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK

Loan commitments are made to accommodate the financial needs of the
Company's customers. Standby letters of credit commit the Company to make
payments on behalf of customers when certain specified future events occur.
Both arrangements have credit risk essentially the same as that involved in
extending loans to customers and are subject to the Company's normal credit
policies. Collateral is obtained based on management's credit assessment of the
customer.

The Company's maximum exposure to credit loss for loan commitments
(unfunded loans and unused lines of credit) and standby letters of credit
outstanding at December 31, 1994 were $28,248,924 and $1,380,616, respectively.
All such arrangements expire in 1995. Loan commitments and standby letters of
credit were $22,336,000 and $1,152,000, respectively, at December 31, 1993.
<PAGE> 27
14. LEASES

The Company rents space for banking facilities under operating leases.
Certain leases include renewal options and provide for the payment of building
operating expenses and additional rentals based on adjustments due to
inflation. Rent expense under operating leases totaled approximately $416,000,
$406,000 and $396,000, in 1994, 1993 and 1992, respectively.

Future minimum payments under noncancellable operating leases with
initial terms of one year or more consisted of the following at December 31,
1994:

<TABLE>
<S> <C>
1995 $ 324,000
1996 324,000
1997 324,000
1998 274,000
1999 276,000
Thereafter 2,491,000
----------
$4,013,000
==========
</TABLE>

Minimum rentals for 1995 through 1997 include $156,000 per year ($106,000
in 1998 and 1999) relative to space used by the Bank which is leased from a
partnership, two partners of which are also directors of the Company. Minimum
payments have not been reduced by minimum sublease payments of $163,000 due in
the future under noncancellable subleases.

15. STOCKHOLDERS' EQUITY, STOCK PLANS AND OPTIONS

The Company's board of directors adopted the 1990 Stock Option/Stock
Appreciation Rights and Restricted Stock Plan for Key Officers and Employees,
and the 1990 Director Stock Option Plan, (collectively, the 1990 Stock Plans).
The Company has reserved 131,181 shares of its common stock as of December 31,
1994, for the exercise of options and issuance of shares under the 1990 Stock
Plans. Options are exercisable at a price equal to the fair market value of the
shares at the time of the grant. Options must be exercised within ten years
after grant.

A summary of restricted stock and stock option transactions follows:

<TABLE>
<CAPTION>
Number of
Shares of Number Total
Restricted of Stock Number
Stock Price Options Price of Shares
---------- ----- -------- ----- ---------
<S> <C> <C> <C> <C> <C>
Balance at January 1, 1992 10,800 $8.75 60,570 $ 6.67-$8.75 71,370
Granted 1,800 11.88 14,400 11.46-11.88 16,200
Exercised - (5,700) 6.67- 8.75 (5,700)
Cancelled (930) 8.75 (930)
------ ---------- ------ ------------ -------
Balance at December 31, 1992 12,600 8.75-11.88 68,340 6.67-11.88 80,940
Granted 1,000 13.25 700 13.25 1,700
Vested restricted stock (3,720) 8.75-11.88 - (3,720)
Exercised - (4,796) 7.29-8.75 (4,796)
Cancelled - (351) 8.75 (351)
------ ----------- ------ -------------- -------
Balance at December 31, 1993 9,880 8.75-13.25 63,893 6.67-11.88 73,773
GRANTED 600 14.00 13,020 14.00 13,620
VESTED RESTRICTED STOCK (300) 11.88 - - (300)
EXERCISED - (7,530) 6.67-8.75 (7,530)
CANCELLED - (300) 6.67-8.75 (300)
------ ----------- ------ -------------- -------
BALANCE AT DECEMBER 31, 1994 10,180 $11.88-14.00 69,083 $6.67-14.00 79,263
====== ============ ====== ============== ======
</TABLE>

On June 10, 1992, a majority of the Company's common stockholders voted
in favor of a plan of reclassification whereby each of the 808,338 shares of
Class B common stock was exchanged for one share of Class A common stock.

During 1993, the Company sold 57,500 shares of common stock totaling
$7,475,000, less $708,646 of issuance costs.
<PAGE> 28

16. FAIR VALUES OF FINANCIAL INSTRUMENTS

SFAS No. 107, "Disclosures About Fair Value of Financial Instruments,"
requires disclosure of fair value information about financial instruments,
whether or not recognized in the balance sheet, for which it is practicable to
estimate that value. In cases where quoted market prices are not available,
fair values are based on estimates using present value or other valuation
techniques. Those techniques are significantly affected by the assumptions
used, including the discount rate and estimates of future cash flows.

In that regard, the derived fair value estimates cannot be
substantiated by comparison to independent markets and, in many cases, could
not be realized in immediate settlement of the instrument. SFAS No. 107
excludes certain financial instruments and all nonfinancial instruments from
its disclosure requirements. Accordingly, the aggregate fair value amounts
presented do not represent the underlying value of the Company.

The Company does not routinely measure the market value of financial
instruments such as is required by SFAS No. 107, because such measurements
represent point-in-time estimates of value. It is not the intent of the Company
to liquidate and therefore realize the difference between market value and
carrying value and, even if it were, there is no assurance that the estimated
market values could be realized. Thus, the information presented is not
particularly relevant to predicting the Company's future earnings or cash
flows.

The following methods and assumptions were used by the Company in
estimating its fair value disclosures for financial instruments:

CASH AND DUE FROM BANKS, FEDERAL FUNDS SOLD AND OTHER SHORT-TERM INVESTMENTS

The carrying amounts reported in the balance sheet for cash, federal
funds sold and other short-term investments approximate those assets' fair
values.

INVESTMENT SECURITIES

Fair values for investment securities are based on quoted market
prices, where available.

LOANS RECEIVABLE

For variable-rate mortgage loans that reprice frequently and with no
significant change in credit risk, fair values are based on carrying values.
The fair values for commercial real estate loans and fixed rate mortgage,
consumer and other loans are estimated using discounted cash flow analyses,
using interest rates currently being offered for loans with similar terms to
borrowers of similar credit quality.

DEPOSITS

The fair values disclosed for interest and noninterest checking
accounts, savings accounts and money market accounts are, by definition, equal
to the amount payable on demand at the reporting date (i.e., their carrying
amounts). The fair values for fixed-rate certificates of deposit are estimated
using a discounted cash flow calculation that applies interest rates currently
being offered on certificates to a schedule of aggregated expected monthly
maturities of the outstanding certificates of deposit.

ACCRUED INTEREST RECEIVABLE AND PAYABLE

The carrying amounts reported in the balance sheet for accrued interest
receivable and payable approximate their fair values.

NOTES PAYABLE

The carrying values of the Company's notes payable approximate fair
value.

OFF-BALANCE-SHEET INSTRUMENTS

Commitments to extend credit are agreements to lend to a customer as
long as there is no violation of any condition established in the contract.
Commitments generally have fixed expiration dates or other termination clauses
and generally require payment of a fee. As a consequence, the estimated fair
value of the commitments is approximately equal to the related fee received,
which is nominal.
<PAGE> 29

The carrying amounts and fair values of the Company's financial
instruments consist of the following at December 31, 1994 and 1993:
<TABLE>
<CAPTION>
1994 1993
---- ----
CARRYING FAIR CARRYING FAIR
AMOUNT VALUE Amount Value
-------- ----- -------- -----
<S> <C> <C> <C> <C>
Cash and due from banks $ 11,195,006 $ 11,195,006 $ 12,681,114 $ 12,681,114
============ ============ ============ ============
Federal funds sold $ 4,001,864 $ 4,001,864 $ 10,897,459 $ 10,897,459
============ ============ ============ ============
Other short-term investments $ 1,000,000 $ 1,000,000 $ 6,100,000 $ 6,100,000
============ ============ ============ ============
Investment securities:
Held-to-maturity $ 34,901,412 $ 34,215,671 $ 60,637,073 $ 60,982,852
Available-for-sale 22,567,332 22,567,332 - -
------------ ------------ ------------ ------------
$ 57,468,744 $ 56,783,003 $ 60,637,073 $ 60,982,852
============ ============ ============ ============
Accrued interest receivable $ 1,436,468 $ 1,436,468 $ 1,264,559 $ 1,264,559
============ ============ ============ ============
Loans:
Commercial $ 39,231,465 $ 38,820,628 $ 39,374,662 $ 39,512,913
Consumer 19,157,076 18,894,945 17,055,317 17,591,034
Real estate mortgage 70,724,441 69,781,533 59,174,410 60,235,941
Other 16,700,275 16,624,617 14,649,762 14,803,915
------------ ------------ ------------ ------------
$145,813,257 $144,121,723 $130,254,151 $132,143,803
============ ============ ============ ============
Deposits:
Demand $ 46,782,692 $46,782,692 $ 44,498,633 $ 44,498,633
Savings 66,365,935 66,365,935 73,607,677 73,607,677
Time 84,252,537 83,891,714 81,662,097 82,237,631
------------ ------------ ------------ ------------
$197,401,164 $197,040,341 $199,768,407 $200,343,941
============ ============ ============ ============
Notes payable $ 115,364 $ 115,364 $ 227,879 $ 227,879
============ ============ ============ ============
Accrued interest payable $ 634,742 $ 634,742 $ 585,499 $ 585,499
============ ============ ============ ============
</TABLE>

17. STATE FINANCIAL SERVICES CORPORATION
(PARENT COMPANY ONLY) FINANCIAL INFORMATION
<TABLE>
<CAPTION>
December 31
BALANCE SHEETS 1994 1993
-------------------------------------------------------------------
<S> <C> <C>
ASSETS
Cash and due from banks $ 417,588 $ 545,923
Investments:
Available-for-sale 2,919,856 4,275,000
Held-to-maturity 1,773,002 -
Commercial paper 1,000,000 -
Investment in State Financial Bank 20,000,979 19,664,722
Recoverable income taxes 352,525 415,284
Other assets 152,304 260,686
----------- -----------
Total assets $26,616,254 $25,161,615
=========== ===========
LIABILITIES
Accrued expenses and other liabilities $ 447,360 $ 405,938
STOCKHOLDERS' EQUITY
Common stock 198,568 197,755
Additional paid-in capital 18,030,527 17,946,330
Retained earnings 9,215,542 7,226,099
Unrealized loss on securities
available-for-sale (708,361) -
Less guaranteed ESOP obligation (567,382) (614,507)
----------- -----------
Total stockholders' equity 26,168,894 24,755,677
----------- -----------
Total liabilities
and stockholders' equity $26,616,254 $25,161,615
=========== ===========
</TABLE>
<PAGE> 30

<TABLE>
<CAPTION>
Year Ended December 31
----------------------
STATEMENTS OF INCOME 1994 1993 1992
- -------------------- ---- ---- ----
<S> <C> <C> <C>
Income:
Dividends $2,050,000 $2,106,847 $1,783,644
Interest 198,618 123,089 671
Management fees 662,226 579,831 364,553
Other 11,171 - -
---------- ---------- -----------
2,922,015 2,809,767 2,148,8658
Expenses:
Interest 41,726 82,577 205,070
Other 1,263,808 1,034,702 802,530
---------- ---------- -----------
1,305,534 1,117,279 1,007,600
---------- ---------- -----------
Income before
income tax credit and
equity in undistributed
net income of State
Financial Bank 1,616,481 1,692,488 1,141,268
Income tax credit 149,714 195,612 407,408
---------- ---------- -----------
1,766,195 1,888,100 1,548,676
Equity in undistributed
net income (excess of
net income of subsidiary
bank over dividends) 1,040,754 387,076 534,409
---------- ---------- -----------
Net income $2,806,949 $2,275,176 $2,083,085
========== ========== ==========
</TABLE>

<TABLE>
<CAPTION>
Year ended December 31
----------------------
STATEMENTS OF CASH FLOWS 1994 1993 1992
- ------------------------ ---- ---- ----
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net income $2,806,949 $2,275,176 $2,083,085
Adjustments to reconcile net
income to net cash provided
by operating activities:
Equity in undistributed
income (1,040,754) (387,076) (534,409)
Unrealized loss on
investments
available-for-sale 704,948 - -
Deferred income taxes 17,883 (40,300) (195,200)
Other 175,298 1,126 148,210
Net cash provided by operating activities 2,664,324 1,848,926 1,501,686
---------- ---------- ----------
INVESTING ACTIVITIES
Decrease (increase) in
other assets (933,943) (621,367) 209,957
Purchase of investment
securities (5,544,886) (5,775,000) -
Maturities of investment
securities 4,418,667 1,500,000 -
Acquisition of/additional
investment in subsidiary - (1,000,000) (2,051,985)
Net cash used by investing activities (2,060,162) (5,896,367) (1,842,028)
---------- ---------- ----------
FINANCING ACTIVITIES
Repayment of notes payable - (1,976,250) (250,000)
Cash dividends (817,506) (720,115) (504,524)
Proceeds from issuance of
common stock - 7,500,514 -
Costs of public offering - (708,646) -
Issuance of common stock
in acquisition - - 1,366,141
Proceeds from exercise
of stock options 85,009 31,927 56,881
Net cash provided (used) by financing activities (732,497) 4,127,430 668,498
---------- ---------- ----------
Increase (decrease) in cash and cash equivalents (128,335) 79,989 328,156
---------- ---------- ----------
Cash and cash equivalents
at beginning of year 545,923 465,934 137,778
---------- ---------- ----------
Cash and cash equivalents at end of year $ 417,588 $ 545,923 $ 465,934
========== ========== ==========
Noncash transactions:
Issuance of common
stock under 1990
Stock Plans, net $ 8,400 $ 13,500 $ 21,000
</TABLE>

<PAGE> 31
INVESTOR INFORMATION

MARKET PRICE AND DIVIDENDS FOR COMMON STOCK

At March 1, 1995, there were approximately 727 shareholders of record
and 550 estimated additional beneficial shareholders for an approximate total
of 1,277 shareholders of the Company's Common Stock.

Holders of Common Stock are entitled to receive dividends as may be
declared by the Company's Board of Directors and paid from time to time out of
funds legally available therefore. The Company's ability to pay dividends
depends upon the receipt of dividends from the Bank. The Bank's ability to pay
dividends is regulated by banking statutes. The declaration of dividends by the
Company is discretionary and will depend on operating results, financial
condition, regulatory limitations, tax considerations, and other factors. See
Note 12 to the Consolidated Financial Statements for information concerning
restrictions on the payment of dividends. Although the Company has regularly
paid dividends since its inception in 1984, there can be no assurance that such
dividends will be paid in the future.
The following table sets forth the historical market price of and
dividends declared with respect to Common Stock since January 1, 1993.

<TABLE>
<CAPTION>
Quotation or Price* Cash
Quarter Ended High Low Dividend
- -------------------- ---------------------------------
<S> <C> <C> <C>
March 31, 1993 $14.50 $11.67 $0.09
June 30, 1993 15.00 12.00 0.10
September 30, 1993 14.00 12.50 0.10
December 31, 1993 14.00 12.50 0.10

MARCH 31, 1994 $13.75 $11.25 $0.10
JUNE 30, 1994 13.75 11.25 0.10
SEPTEMBER 30, 1994 15.50 13.00 0.11
DECEMBER 31, 1994 15.50 13.50 0.11
====== ====== =====
</TABLE>
* From January 1, 1993 through April 22, 1993, the prices shown are
actual sales prices as reported on the Nasdaq Small-Cap Market. From April 22,
1993 through December 31, 1994, the prices shown are the actual prices as
reported on the Nasdaq National Market System.

STOCK LISTING

State Financial Services Corporation's Common Stock is traded on the
National Association of Securities Dealers, Inc. Automated Quotation System
("Nasdaq") National Market System under the trading symbol "SFSW." The
Company's stock appears in the Wall Street Journal, the Milwaukee Journal
Sentinel and other publications usually as State Financial or StFncl.

DIVIDEND REINVESTMENT PLAN

The Company has a Dividend Reinvestment Plan (the "DRP") for the
benefit of all shareholders. The DRP is administered by Firstar Trust Company.
Under the DRP, registered shareholders of the Company can elect to have their
dividends reinvested to purchase additional shares of the Company's Common
Stock. To receive information on the DRP, please contact Michael A. Reindl,
Vice President, Controller, and Chief Financial Officer, State Financial
Services Corporation, 10708 West Janesville Road, Hales Corners, Wisconsin
53130, or call (414) 425-1600.

<PAGE> 32
FORM 10-K

The Company's annual report on Form 10-K for the year ended December
31, 1994 as filed with the Securities and Exchange Commission is available upon
request without charge to shareholders of record. Please contact Michael A.
Reindl, Vice President, Controller, and Chief Financial Officer, State
Financial Services Corporation, 10708 West Janesville Road, Hales Corners,
Wisconsin 53130, or call (414) 425-1600.

ANNUAL MEETING

The annual meeting of shareholders of State Financial Services
Corporation will be held at 4:00 P.M. Central Time on Wednesday, April 26, 1995
at Tuckaway Country Club, 6901 West Drexel Avenue, Franklin, Wisconsin.

FINANCIAL INFORMATION
Michael A. Reindl
Vice President, Controller, and Chief Financial Officer
State Financial Services Corporation
10708 West Janesville Road
Hales Corners, Wisconsin 53130
(414) 425-1600

INDEPENDENT AUDITORS
Ernst & Young LLP
111 East Kilbourn Avenue
Milwaukee, Wisconsin 53202

TRANSFER AGENT
Firstar Trust Company
Investor Services
615 East Michigan Avenue
Milwaukee, Wisconsin
53202
1-800-637-7549 or 414-276-3737

CORPORATE LEGAL COUNSEL
Reinhart, Boerner, Van Deuren,
Norris & Rieselbach, S.C.
1000 North Water Street
Milwaukee, Wisconsin 53202

MARKET MAKERS
Robert W. Baird & Company, Inc., Milwaukee, Wisconsin
The Chicago Corporation, Chicago, Illinois
Frederick and Company, Inc., Milwaukee, Wisconsin
Carl M. Hennig, Incorporated, Oshkosh, Wisconsin
Herzog, Heine, Geduld, Incorporated, New York, New York
Howe Barnes Investments, Incorporated, Chicago, Illinois
Principal Financial Securities, Inc., Chicago, Illinois

<PAGE> 33
DIRECTORS AND OFFICERS
STATE FINANCIAL SERVICES CORPORATION

Directors

Michael J. Falbo - President and Chief Executive Officer,
State Financial Services Corporation
Barbara Holz-Weis - Owner, Barb's Green House Florist
Jerome J. Holz - Chairman of the Board and President, Holz Motors, Inc.;
Chairman of the Board, State Financial Services Corporation
Richard A. Horn - President, Horn Brothers, Inc.
Robert R. Spitzer - President Emeritus, Milwaukee School of Engineering
David M. Stamm - President, George Webb Corporation

Officers

James J. Bartoszek - Secretary/Treasurer
Donna M. Bembenek - Director of Marketing
Donald J. Buechler - Loan Review and Compliance Officer
Annette F. Esteves - Assistant Controller
Michael J. Falbo - President and Chief Executive Officer
Jerome J. Holz - Chairman of the Board, Vice President
Diana Le Blanc - Auditor
Rosalie C. Plautz - Administrative Officer
Michael A. Reindl - Vice President, Controller and Chief Financial Officer
Barbara J. Smith - Assistant Vice President
<PAGE> 34
STATE FINANCIAL BANK

Directors

Bruce Arbit - Co-Managing Director, A.B. Data, LTD.
Gordon Banerian - Chief Executive Officer, Banerian & Associates Ins.
John B. Beckwith - President-South Unit, State Financial Bank
Wayne Boldt - President, Egg Products, Inc.
Ethel M. Bourque - Real Estate Broker
Jerome E. Cesarz - Retired President, Cesarz Company, Inc.
Michael J. Falbo - President and Chief Financial Officer,
State Financial Services Corporation
Michael Green - President, Pace Publications Inc.
Jerome J. Holz - Chairman of the Board and President, Holz Motors, Inc.;
Chairman of the Board, State Financial Services Corporation
Judy Holz-Stathas - Associate Board of Directors, Zoological Society
of Milwaukee County
Barbara Holz-Weis - Owner, Barb's Green House
Philip F. Hudson - President-North
Unit, State Financial Bank
Roger H. Kriete - President & Chief Executive Officer, Milwaukee Mack Sales Inc.
Peyton A. Muehlmeier - Owner, Midway Motor Lodge
Salvatore Sendik - President, Tony Sendik's Market, Inc.
Robert R. Spitzer - President Emeritus, MSOE
David M. Stamm - President, George Webb Corporation
Dr. Charles Wilson - Professor, Northwestern University
Cyril Zvonar - Secretary & Treasurer, Industrial Machinery Corp.

Officers

Gerilyn Arndt - Personal Banking Officer
James J. Bartoszek - Senior Vice President and Cashier
John B. Beckwith - President-South Unit
David J. Byrge - Vice President
Kathleen Eusebio - Assistant Vice President
Michael J. Falbo - Vice Chairman and Chief Executive Officer
Debra Fiedler - Personal Banking Officer
Mary P. Fraser - Assistant Vice President and Operations Officer
Joyce Goodman - Personal Banking Officer
Jerome J. Holz - Chairman of the Board
Philip F. Hudson - President-North Unit
David P. Johnson - Assistant Vice President
Robert Kaiser - Assistant Vice President
Ronald I Kaminsky - Vice President
Thomas M. Lilly - Senior Vice President
Barbara A. Marx - Loan Operations Officer
Rosalie C. Plautz - Administrative Officer
James P. Riley - Senior Vice President
John R. Rinderle - Loan Officer
Marcy Schneider - Personal Banking Officer
Rose Ann Shebesta - Personal Banking Officer
Carol A. Sommer - Operations Officer
Jack J. Spoerl - Assistant Vice President
Jeryl M. Sturino - Senior Vice President
Steven J. Vonderheide - Senior Vice President

<PAGE> 1

Exhibit 23.1

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the incorporation by reference to our firm under the caption
"Experts" in the Registration Statement (Form S-4) and related Prospectus of
State Financial Services Corporation for the registration of 240,000 shares of
its common stock and to the incorporation by reference therein of our report
dated January 20, 1995, with respect to the consolidated financial statements
included in its Annual Report (Form 10-K) for the year ended December 31, 1994,
filed with the Securities and Exchange Commission.

We further consent to the reference to our firm under the caption ("Experts" in
the Registration Statement (Form S-4) and related Prospectus of State Financial
Services Corporation for the registration of 240,000 shares of State Financial
Services Corporation common stock and to the use of our report dated May 1,
1995, with respect to the financial statements of Waterford Bancshares, Inc.,
included therein.

Milwaukee, Wisconsin
May 24, 1995

/s/ Ernst & Young, LLP

<ARTICLE> 9

<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> MAR-31-1995
<CASH> 12,391,159
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 22,748,440
<INVESTMENTS-CARRYING> 33,512,663
<INVESTMENTS-MARKET> 33,457,000
<LOANS> 152,007,609
<ALLOWANCE> 2,029,748
<TOTAL-ASSETS> 226,460,996
<DEPOSITS> 193,946,098
<SHORT-TERM> 0
<LIABILITIES-OTHER> 5,430,019
<LONG-TERM> 95,568
<COMMON> 198,604
0
0
<OTHER-SE> 26,790,707
<TOTAL-LIABILITIES-AND-EQUITY> 226,460,996
<INTEREST-LOAN> 3,559,644
<INTEREST-INVEST> 757,806
<INTEREST-OTHER> 16,968
<INTEREST-TOTAL> 4,334,418
<INTEREST-DEPOSIT> 1,415,354
<INTEREST-EXPENSE> 1,461,560
<INTEREST-INCOME-NET> 2,872,858
<LOAN-LOSSES> 45,000
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 2,341,581
<INCOME-PRETAX> 1,082,108
<INCOME-PRE-EXTRAORDINARY> 734,246
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 734,246
<EPS-PRIMARY> 0.38
<EPS-DILUTED> 0.38
<YIELD-ACTUAL> 5.81
<LOANS-NON> 1,313,629
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 1,982,941
<CHARGE-OFFS> 20,515
<RECOVERIES> 22,322
<ALLOWANCE-CLOSE> 2,029,748
<ALLOWANCE-DOMESTIC> 2,029,748
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0

</TABLE>

<PAGE> 1

STATE FINANCIAL SERVICES CORPORATION

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
APRIL 26, 1995

TO THE SHAREHOLDERS OF STATE FINANCIAL SERVICES CORPORATION:

NOTICE IS HEREBY GIVEN that the Annual Meeting of the Shareholders of State
Financial Services Corporation ("SFSC" or the "Company") will be held on April
26, 1995, at 4:00 P.M., Central Time, at Tuckaway Country Club, 6901 West
Drexel Avenue, Franklin, Wisconsin for the following purposes:

1. To elect two directors for three-year terms expiring in 1998;

2. To ratify the appointment of Ernst & Young LLP as independent
auditors for the fiscal year ending December 31, 1995; and

3. To transact any other business that may properly come before
the meeting.

These items are more fully described in the Proxy Statement which
accompanies this Notice.

Shareholders of record at the close of business on March 10, 1995 will
be entitled to vote at the meeting and any adjournment thereof.

IT IS IMPORTANT THAT YOUR STOCK BE REPRESENTED AT THE MEETING.
SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON ARE
REQUESTED TO SIGN THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE.
IF YOU LATER FIND THAT YOU MAY BE PRESENT AT THE MEETING OR FOR ANY OTHER
REASON DESIRE TO REVOKE YOUR PROXY, YOU MAY DO SO AT ANY TIME BEFORE IT IS
VOTED.

By Order of the Board of Directors

/s/ Michael J. Falbo

MICHAEL J. FALBO,
President and Chief Executive Officer

March 17, 1995
<PAGE> 2
STATE FINANCIAL SERVICES CORPORATION
10708 WEST JANESVILLE ROAD
HALES CORNERS, WISCONSIN 53130

PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
APRIL 26, 1995

-------------------------

INTRODUCTION

This Proxy Statement is being furnished to the shareholders of State
Financial Services Corporation ("SFSC" or the "Company") in connection with the
solicitation of proxies by the Board of Directors of SFSC for use at the Annual
Meeting of the shareholders of SFSC to be held at 4:00 P.M. Central Time on
April 26, 1995 at Tuckaway Country Club, 6901 West Drexel Avenue, Franklin,
Wisconsin (the "Meeting"), or any adjournment thereof.

PURPOSES OF THE MEETING. At the Meeting, shareholders will consider
and vote upon two matters: (1) the election of two directors for three year
terms expiring in 1998; (2) the proposal to ratify the appointment of Ernst &
Young LLP as independent auditors for the fiscal year ending December 31, 1995.

PROXY SOLICITATION. The cost of soliciting proxies will be borne by
the Company. The Company expects to solicit proxies primarily by mail.
Proxies may also be solicited personally and by telephone by members of
management of the Company. Proxy Statements and Proxies will be mailed to
shareholders on approximately March 23, 1995.

QUORUM AND VOTING INFORMATION. As of March 10, 1995, the record date
for the Meeting, there were issued and outstanding 1,986,035 shares of the
Company's Common Stock. At the Meeting, a quorum will exist with respect to
each matter to be voted upon if a majority of the votes entitled to be cast
thereon is represented in person or by proxy. The vote necessary to elect the
directors nominated or to approve the proposals to be acted upon is described
in detail under the specific proposals. See "Item 1. Election of Directors
- -- Voting Information." In addition, shareholders should be aware that no
matter to be acted upon at the Meeting is dependent upon the approval of any
other matter. Only shareholders of record at the close of business on March
10, 1995 are entitled to vote at the Meeting or at any adjournment thereof.

PROXIES AND REVOCATION OF PROXIES. A Proxy in the accompanying form,
which is properly executed, duly returned to the Company and not revoked, will
be voted in accordance with instructions contained therein. In the event that
any matter which is not described in this Proxy Statement properly comes before
the Meeting, the accompanying form of Proxy authorizes the persons appointed as
proxies thereby ("Proxyholders") to vote on such matter in their sole
discretion. At the present time, management knows of no other matters which
are to come before the Meeting. See "Item 3. Other Matters." If no
instructions are given with respect to any particular matter to be acted upon,
a Proxy will be voted in favor of such matter. Each such Proxy granted may be
revoked at any time before it is voted by filing with the Secretary of the
Company a written notice of revocation, by delivering to the Company a duly
executed proxy bearing a later date, or by attending the Meeting and voting in
person.

SHAREHOLDER PROPOSALS. There are no shareholder proposals on the
agenda for the Meeting. In order to be considered for inclusion in the agenda
for the 1996 Annual Meeting, a shareholder proposal must be received by the
Company no later than November 21, 1995. Shareholder proposals should be sent
to the Company's principal offices by certified mail, return receipt requested,
and should be addressed to the Secretary of the Company.

ANNUAL REPORT. The Company's Annual Report to Shareholders, including
audited financial statements for the year ended December 31, 1994, although not
a part of this Proxy Statement, is delivered herewith.

1
<PAGE> 3
ITEM 1. ELECTION OF DIRECTORS

THE BOARD OF DIRECTORS AND THE NOMINEES. The Board of Directors of
the Company currently consists of six persons, divided into three classes, each
consisting of two directors elected to serve three year terms. The Board of
Directors is recommending that two individuals, Michael J. Falbo and Robert R.
Spitzer, be elected to directors positions at the Meeting, each for a term
expiring on the date of the Company's annual meeting to be held in 1998 or
until their respective successors are duly elected. Messrs. Falbo and Spitzer
have previously served as directors. See "Directors" below for further
information.

VOTING INFORMATION. Unless otherwise directed, the shares represented
by all properly executed Proxies will be voted by the Proxyholders "FOR" the
election of Mr. Falbo and Mr. Spitzer. Management does not expect that either
Mr. Falbo or Mr. Spitzer will be unable to serve as director, but if that
should occur for any reason prior to the Meeting, the Proxyholders reserve the
right to vote for another person of their choice. The vote necessary to elect
the directors nominated is governed by Section 180.0728(1) of the Wisconsin
Business Corporation Law, which provides that directors are elected by
"plurality" of the votes cast. This means that the number of nominees
corresponding to the number of seats on a board of directors to be filled at a
shareholders' meeting who receive the highest number of votes shall be elected.
In the case of the Meeting, the two nominees who receive the highest number of
votes for their election as directors will be the persons elected to the two
director positions to be filled at the Meeting. See "Introduction -- Quorum
and Voting Information."

DIRECTORS. The following sets forth, with respect to the nominees and
each director who will continue to serve after the date of the Meeting, his/her
name, age, principal occupation for the last five years, the year in which
he/she first became a director of the Company or a predecessor thereof, the
year in which his/her current term as director will expire, and directorships
in other business corporations. SFSC is a bank holding company which owns
State Financial Bank (the "Bank"), the institution resulting from the merger on
June 20, 1994 of the Company's four subsidiary banks wherein University
National Bank ("University"), Edgewood Bank ("Edgewood"), and Eastbrook State
Bank ("Eastbrook") were merged into State Bank, Hales Corners ("State Bank").
Any reference to the "Bank" in this proxy statement refers to State Financial
Bank or a predecessor thereof. Each of the directors of the Company is also a
director of the Bank.

<TABLE>
<CAPTION>
CURRENT
DIRECTOR TERM
NAME AGE POSITIONS HELD SINCE EXPIRES*
---- --- -------------- --------- ---------
<S> <C> <C> <C> <C>
Jerome J. Holz 67 Chairman of the Board and Vice President of SFSC; 1984 1996
Chairman of the Board of State Financial Bank
Michael J. Falbo 45 President, Chief Executive Officer, and Director of 1984 1995
SFSC; Vice Chairman and Chief Executive Officer
of State Financial Bank.
Richard A. Horn 70 Director of SFSC and State Financial Bank 1984 1997
Robert R. Spitzer 72 Director of SFSC and State Financial Bank 1990 1995
David M. Stamm 46 Director of SFSC and State Financial Bank 1993 1996
Barbara E. Holz-Weis 39 Director of SFSC and State Financial Bank 1993 1997
</TABLE>
- ---------------
* On the date of the annual shareholders' meeting to be held in the year
indicated.

JEROME J. HOLZ serves as Chairman of the Board and Vice President of
SFSC. In these capacities, he consults on a regular basis with management of
SFSC and the Bank concerning matters of strategic planning, business
development, and company policies. Mr. Holz is also Chairman of the Board of
State Financial Bank. He has been a director of SFSC since it was organized in
1984. Mr. Holz has served as a director of the Bank since 1960. Mr Holz is
Chairman of the Board and President of Holz Motors, Inc., an automobile
dealership with locations in Hales Corners and Watertown, Wisconsin.

MICHAEL J. FALBO has been President and Chief Executive Officer of
SFSC since 1984. Mr. Falbo is Vice Chairman and Chief Executive Officer of the
Bank. Mr. Falbo has been a director of SFSC since its organization in 1984 and
a director of the Bank since 1983.

<PAGE> 4
RICHARD A. HORN is President of Horn Bros., Inc., a retail feed, seed,
and fertilizer firm located in Muskego, Wisconsin. Mr. Horn has been a
director of SFSC since 1984 and a director of the Bank since 1971. Mr. Horn
serves on the Stock Option and Audit Committees and is also a member of the
Administrative Board of the Company's Employee Stock Ownership Plan ("ESOP").

DAVID M. STAMM is President of the George Webb Corporation, a
franchise restaurant operation with locations in southeastern Wisconsin. Mr.
Stamm has been a director of SFSC since 1993 and of the Bank since 1992. Mr.
Stamm serves on the Stock Option Committee and is a member of the
Administrative Board of the Company's ESOP.

BARBARA E. HOLZ-WEIS is the owner of Barb's Greenhouse Florist, a
retail full-service flower shop in Hales Corners, Wisconsin. Mrs. Holz-Weis
has been a director of SFSC since 1993 and of the Bank since 1981. Mrs.
Holz-Weis serves on the Stock Option Committee and is also a member of the
Administrative Board of the Company's ESOP.

BOARD COMMITTEES. The Board of Directors has the following committees:

STOCK OPTION COMMITTEE. The Stock Option Committee administers the
Company's Stock Option Plans, including the exercise of discretionary authority
concerning the granting of options and Restricted Stock under the 1990 Stock
Option/Stock Appreciation Rights and Restricted Stock Plan for Key Officer and
Employees (the "Officer "SOP"). See "Compensation of Executive Officers --
Stock Options." The Stock Option Committee is comprised of Messrs. Horn,
Spitzer, and Stamm, and Mrs. Holz-Weis. The Stock Option committee met one
time during 1994.

AUDIT COMMITTEE. The Audit Committee reviews the reports of
independent auditors, selects or recommends the selection of independent
auditors, reviews the adequacy of internal controls of the Company and reviews
any related-party transactions. The Audit Committee is comprised of Messrs.
Horn and Spitzer. The Audit Committee met one time during 1994.

OTHER COMMITTEES. The Company has no nominating or similar committee
of the Board of Directors and has no established procedure for the
consideration of nominees recommended by shareholders. Certain other
functions, such as the establishment of compensation policies and the
determination of executive officer compensation, are performed by the Board of
Directors acting as a committee of the whole.

EXECUTIVE OFFICERS. Information is provided below with respect to
the executive officers of SFSC who are not directors. Each executive officer
is elected annually by the Board of Directors and serves for one year or until
his/her successor is appointed.

<TABLE>
<CAPTION>
CURRENT POSITION
NAME AGE POSITIONS HELD HELD SINCE
- ---- --- -------------- ----------
<S> <C> <C> <C>
James J. Bartoszek 42 Secretary/Treasurer of SFSC; Senior Vice President and 1994
Cashier of State Financial Bank
John B. Beckwith 41 President, State Financial Bank South Unit 1994
Philip F. Hudson 62 President, State Financial Bank North Unit 1994
Michael A. Reindl 35 Vice President, Controller, and Chief Financial Officer of 1993
SFSC
</TABLE>
- ---------------

JAMES J. BARTOSZEK has been Secretary/Treasurer of SFSC since 1993 and
Senior Vice President and Cashier of the Bank since June 1994. From June 1993
until June 1994, Mr. Bartoszek served as Vice President and Cashier of the
Bank. From April until June 1993, Mr. Bartoszek served as Vice President of
the Bank. From July 1991 until April 1993, Mr. Bartoszek was a Vice President
of Tri-City National Banks, Oak Creek, Wisconsin. From April 1989 until July
1991, Mr. Bartoszek was an Assistant Vice President of Commercial Lending for
Norwest Banks, Wisconsin (formerly First Interstate Banks, Wisconsin). From
April 1988 through April 1989, Mr. Bartoszek was the Loan Review Officer of
SFSC. From July 1985 until April 1988, Mr. Bartoszek was a Vice President of
the former Edgewood Bank. Prior to joining Edgewood, Mr. Bartoszek was a field
examiner for the Federal Deposit Insurance Corporation.

<PAGE> 5
JOHN B. BECKWITH has been President of the South Unit of State
Financial Bank since the consolidation of the banks in June, 1994. In this
capacity, Mr. Beckwith is responsible for the operation of the Bank's offices
located in Hales Corners, Muskego, and Greenfield, Wisconsin. From June 1991
to June 1994, Mr. Beckwith was President of and Chief Executive Officer of the
Bank's predecessor, State Bank, Hales Corners. Mr. Beckwith has served as a
director of the Bank since June 1991. Prior to June 1991, he had been
Executive Vice President of State Bank since February 1990. Mr. Beckwith had
been Vice President of the First Wisconsin National Bank of Milwaukee (now
known as Firstar Bank Milwaukee) in the commercial lending and branch
management areas from 1988 until February 1990 and in the international
financial marketing area from 1985 until 1988.

MICHAEL A. REINDL has been Vice President, Controller, and Chief
Financial Officer of SFSC since June 1993. From August 1990 through June
1993, Mr. Reindl was Vice President and Controller of SFSC. From December 1989
through August 1990, Mr. Reindl was Vice President of the former Edgewood Bank,
and from January 1988 through December 1989, he served as Assistant Vice
President and Cashier of Edgewood. Mr. Reindl was Auditor of SFSC from 1984
through January 1988.

COMPENSATION OF DIRECTORS. Effective January 1, 1993, the Bank
established a policy that no employee of SFSC or any Bank may receive director
fees for serving on the Board of Directors of the Bank. This same policy
became effective for service on the Company's Board of Directors effective
January 1, 1994. Accordingly, Messrs. Holz, Falbo, Beckwith, and Hudson, who
are employees of SFSC and/or the Bank, and who also serve as Bank directors did
not receive any director fees in connection with their respective director
positions for services rendered in that capacity in 1994.

DIRECTORS FEES.

SFSC Directors. Directors of the Company (other than Messrs. Holz
and Falbo) are paid a quarterly retainer of $1,562.50 and $1,562.50 for each
quarterly Board meeting attended. In 1994, Directors Horn, Spitzer, Stamm, and
Holz-Weis were each paid $12,500 for their services as directors. During 1994,
the Board met 7 times and no director attended less than 75% of the meetings.

Bank Directors. In June 1994, the four previous banks owned by
SFSC (State Bank, University, Edgewood, and Eastbrook) were consolidated and
merged into the charter of State Bank, with the resulting entity renamed State
Financial Bank. Accordingly, directors of the Bank also served as directors of
one or more of the individual banks, and received fees in those capacities,
where applicable, prior to consolidation. The following information pertains
to the applicable directorships for 1994.

State Financial Bank. Messrs. Holz, Falbo, Horn, Spitzer,
Stamm, Beckwith, and Hudson, and Mrs. Holz-Weis are directors of the Bank and
also serve on one or more committees of the Bank's Board of Directors. Since
the consolidation of the banks in June 1994, directors of the Bank (other than
Messrs. Holz, Falbo, Beckwith, and Hudson) were paid a retainer of $300 per
quarter, $150 for each Board meeting attended, $150 for each Executive
Committee meeting attended, and $100 for each Committee meeting attended.

State Bank. Messrs. Holz, Falbo, Horn, Spitzer, and
Beckwith, and Mrs. Holz-Weis were directors of the former State Bank. During
1994, prior to the consolidation of the banks in June, directors of State Bank
(other than Messrs. Holz, Falbo, and Beckwith) were paid a retainer of $300 per
month and $150 for each Board meeting attended.

University. Messrs. Holz, Falbo, and Hudson were directors
of the former University. During 1994, prior to the consolidation of the banks
in June, directors of University (other than Messrs. Holz, Falbo, and Hudson)
were paid a retainer of $300 per month, $100 for each regular Board meeting
attended, $100 for each Special Board Meeting attended, and $50 for each
Committee meeting attended.

<PAGE> 6
Edgewood. Messrs. Holz, Falbo, and Horn were directors of
the former Edgewood. During 1994, prior to the consolidation of the banks in
June, directors of Edgewood (other than Messrs. Holz and Falbo) were paid a
retainer of $100 per month and $50 for each Board meeting attended.

Eastbrook. Messrs. Holz, Stamm, and Falbo were directors of
the former Eastbrook. During 1994, prior to the consolidation of the banks in
June, directors of Eastbrook received no fees for serving on Eastbrook's board.

DIRECTOR STOCK OPTIONS. The 1990 Director Stock Option Plan (the
"Director SOP") was established for the benefit of directors of SFSC and the
Bank. Employees of the Company and the Bank who also serve as directors of the
Company and/or the Bank are not eligible to participate in the Director SOP as
they participate in the 1990 Stock Option/Stock Appreciation Rights and
Restricted Stock Plan for Key Officers and Employees (the "Officer SOP"). The
Director SOP provides for the granting of Non-Qualified Stock Options ("NSOs")
to purchase shares of the Company's Common Stock and is administered by the
Stock Option Committee of the Board of Directors. Under the Director SOP, the
option price must be equal to the fair market value of the shares on the date
of grant.

The following table summarizes options granted and exercised under the
Director SOP during 1994 and presents the value of unexercised options held by
the Company's directors at December 31, 1994 who are not also Named Executive
Officers, (as defined below).

OPTIONS GRANTED, EXERCISED, AND VALUE TABLE

<TABLE>
<CAPTION>
NUMBER OF
SECURITIES
UNDERLYING
UNEXERCISED IN-THE-MONEY
NUMBER OF PER SHARE SHARES VALUE OPTIONS AT OPTIONS AT
OPTIONS EXERCISE ACQUIRED ON REALIZED FISCAL YEAR FISCAL YEAR
NAME GRANTED PRICE(1) EXERCISE(#) ($)(2) END(#)(3) END($)(3)(4)
---- ------- --------- ------------ ------- ----------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Richard A. Horn -0- n/a 1,200 $7,337 6,000 $32,491
Robert R. Spitzer -0- n/a -0- -0- 1,500 3,930
David M. Stamm 4,200(5) $14.00 -0- -0- 5,400 5,244
Barbara E. Holz-Weis 3,600(6) $14.00 300 1,850 5,100 9,985
</TABLE>
- ---------------
(1) In each case, the per share exercise price for shares granted
in 1994 was equal to 100% of the fair market value of the
Company's common stock on the date of grant.
(2) Values are calculated by subtracting the exercise price from
the fair market value of the stock as of December 31, 1994
($14.50).
(3) All options are exercisable at December 31, 1994.
(4) The dollar values are calculated by determining the difference
between the market value of the underlying Common Stock at
December 31, 1994 and the exercise price of the options.
(5) 2,400 options upon Mr. Stamm's first election and 1,200
options upon his reelection to the SFSC Board of Directors and
600 options upon his reelection to the former Eastbrook Board
of Directors all of which had not been previously issued.
(6) 2,400 options upon Mrs. Holz-Weis' first election and 1,200
options upon her reelection to the SFSC Board of Directors all
of which had not been previously issued.

DIRECTORS OF OTHER SUBSIDIARIES. Messrs. Holz, Falbo, Horn, Spitzer,
Stamm, Beckwith, and Hudson, and Mrs. Holz-Weis are also directors of Hales
Corners Development Corporation, a wholly-owned subsidiary of the Bank, but
received no directors fees during 1994 for serving on that Board. Messrs.
Falbo and Reindl are directors of Hales Corners Investment Corporation which is
a wholly-owned Nevada-chartered subsidiary of the Bank, but received no
directors fees during 1994 for serving on that Board.

<PAGE> 7
COMPENSATION OF EXECUTIVE OFFICERS.

<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE

LONG-TERM COMPENSATION
-----------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
------------------- ------ --------
OTHER RE-
ANNUAL STRICTED ALL OTHER
COMPEN- STOCK STOCK LTIP COMPEN-
SALARY BONUS SATION AWARDS OPTIONS PAYOUTS SATION
NAME AND PRINCIPAL POSITION YEAR ($) ($)(1) ($)(2) ($)(3) (#) ($)(4) ($)(5)
- --------------------------- ---- ------ ------ ------ ------- ------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Michael J. Falbo 1994 205,000 85,000 -0- -0- -0- -0- 32,964
President and CEO - State Financial 1993 172,600 75,000 12,500 -0- -0- 10,500 20,953
Services Corporation 1992 145,000 67,000 25,600 -0- -0- -0- 23,225

Jerome J. Holz 1994 174,000 75,000 -0- -0- -0- -0- 17,063
Chairman of the Board - State 1993 145,600 63,000 12,500 -0- -0- 10,500 19,140
Financial Services Corporation 1992 118,100 57,000 24,900 -0- -0- -0- 19,541

John B. Beckwith 1994 96,000 25,000 -0- -0- -0- -0- 12,181
President - State Financial Bank 1993 90,000 20,000 -0- -0- -0- 2,625 9,435
South Unit 1992 82,500 15,000 -0- -0- -0- -0- 9,890

Philip F. Hudson 1994 114,000 12,500 -0- -0- -0- 3,563 12,679
President - State Financial Bank 1993 108,000 7,500 -0- -0- -0- 3,563 10,185
North Unit 1992 102,000 5,000 -0- 21,375 2,400 -0- 10,670

</TABLE>

(1) For Messrs. Falbo, Beckwith, and Hudson, the amount represents
the bonus earned in the respective year but paid in the
following year. For Mr. Holz, the bonus was earned and paid
in the respective year.
(2) Other Annual Compensation represents directors fees paid in
connection with their service on the respective boards of the
Company and the Bank. Effective January 1, 1993, the Company
and the Bank established a policy that no employee of the
Company or the Bank may receive director fees for serving on
the Board of Directors of the Bank. The amount disclosed for
Messrs. Falbo and Holz for 1993 represents the fees paid for
their service on the Company's Board of Directors in 1993.
Effective January 1, 1994, a director of the Company, who is
also an employee of the Company or the Bank, will no longer
receive director fees for his or her service on the Company's
Board of Directors.
(3) Represents value of the award on the date of grant based on
the fair market value of the Company's common stock as of that
date.
(4) Represents vesting of restricted shares previously granted
under the Officer SOP.
(5) All Other Annual Compensation consists of contributions to the
ESOP and the Pension Plan made on behalf of the Named
Executive Officers by the Company. The amount reported for
Mr. Falbo in 1994 also includes the contribution made to the
Supplemental Executive Retirement Plan adopted in 1994.

The ESOP holds 87,109 shares of Common Stock. These shares are held
in the name of an independent trustee. Messrs. Horn, Spitzer, and Stamm, and
Mrs. Holz-Weis are members of the Administrative Board of the ESOP ("ESOP
Board"). As of March 10, 1995, of the 87,109 shares held for the ESOP by the
independent ESOP trustee, 44,647 had been allocated to ESOP participants'
accounts and 42,462 remained unallocated. The ESOP provides that the
independent trustee must vote shares allocated to a participants' account in
accordance with the direction of the participant. The ESOP Board directs
voting by the independent trustee, and may also direct the disposition of
unallocated shares. The ESOP Board does not have the power to vote or direct
the vote, or to dispose of or direct the disposition of, shares which have been
allocated to participants' accounts. See "Security Ownership of Management and
Certain Beneficial Owners."

<PAGE> 8
The ESOP may acquire additional shares of Common Stock through
purchases of outstanding shares on the open market or directly from SFSC. The
timing and amount of future purchases and borrowings will be affected by
various factors, including regulatory policies, the market price of Common
Stock, prevailing interest rates, and the number of participating
subsidiaries. No additional shares were purchased by the ESOP in 1994.

MONEY PURCHASE PENSION PLAN. The Board of Directors of SFSC has
adopted the State Financial Services Corporation and Subsidiaries Money
Purchase Plan ("Pension Plan") for the benefit of certain employees of SFSC and
its subsidiaries. The Pension Plan is a tax qualified defined contribution
plan pursuant to which SFSC's contributions are fixed based upon the
compensation of each participant. For each participant, SFSC's contribution to
the Pension Plan is an amount equal to four percent (4%) of the participant's
total compensation and an additional two percent (2%) of the participant's
compensation in excess of $20,000. The Pension Plan may also accept rollover
contributions from employees. Messrs. Holz, Falbo, and Reindl are trustees of
the Pension Plan.

401(K) PLAN. SFSC and the Bank also have a Section 401(k) profit
sharing plan ("401(k) Plan"). All employees who are at least 21 years old are
eligible to participate. Participants can defer between 2% and 15% of their
compensation. Participants may also contribute up to an additional 10% of
their compensation on a nontax-deferred basis. Contributions may be invested
at the participant's discretion in one of several different funds which have
been selected by an administrative committee which includes Messrs. Falbo,
Reindl, and Bartoszek. Amounts accumulated are payable upon termination of an
employee's employment, at the normal retirement age, upon death or permanent
disability, pursuant to a variety of payment options. There are no employer
contributions to the 401(k) Plan.

DEFERRED COMPENSATION AGREEMENT. The Bank has a Deferred
Compensation Agreement with Jerome J. Holz dated December 9, 1980, pursuant to
which the Bank is obligated to pay Mr. Holz $1,000 per month for 120 months
following termination of his employment. Payments will commence upon Mr.
Holz's voluntary termination, his involuntary termination for reasons other
than cause (as defined in the agreement), or upon his death or permanent
disability. In the event that Mr. Holz dies before receiving all payments, the
balance of the payments will be made to Mr. Holz's designated beneficiary or
heirs. The Bank's obligations under this plan are insured.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN. In 1994, the Board of
Directors of SFSC adopted the Supplemental Executive Retirement Plan
("Supplemental Plan") to supplement the benefits received by Mr. Falbo under
the Company's qualified retirement plans. Due to restrictions imposed by the
Internal Revenue Service, SFSC cannot contribute the same percentage of
compensation on behalf of Mr. Falbo that it can contribute on behalf of other
employees. As a result, SFSC makes a limited contribution to its qualified
retirement plans on Mr. Falbo's behalf. SFSC adopted the Supplemental Plan to
supplement the benefits received by Mr. Falbo under the Company's qualified
benefit plans. Mr. Falbo's right to participate in the Supplemental Plan is
effective with the adoption of the Supplemental Plan. His right to participate
in the Supplemental Plan ceases at the earlier of his termination of employment
or the date the Supplemental Plan is terminated by SFSC.

Benefits under the Supplemental Plan will begin to be made to Mr.
Falbo at the termination of his employment or his retirement. The form in
which benefits are paid to Mr. Falbo is determined by his age at the time of
his termination or retirement. If Mr. Falbo's employment terminates on or
after the date he attains age 65, benefits will be paid beginning the month
following his termination or retirement and monthly thereafter until the final
payment is made in the month he attains age 80. If Mr. Falbo terminates
employment on or after age 55, but before age 65, SFSC will begin paying Mr.
Falbo's accumulated benefits in monthly installments beginning the first month
following his termination and monthly thereafter until the final payment is
made in the month he attains age 65. If Mr. Falbo dies after termination but
before receipt of all benefits under the plan, the remaining benefits will be
paid in installments to his spouse over the remaining term of the plan, as
applicable. In the event Mr. Falbo dies without a spouse or his widow dies
before completion of the installment payments, the unpaid benefits will be
paid to his or, if applicable, his widow's estate in a lump sum. If Mr. Falbo
terminates employment prior to age 55, SFSC will pay the amount credited on his
behalf under the plan as
<PAGE> 9

a lump sum. Mr. Falbo's benefits under the Supplemental Plan will be fully and
completely forfeited in the event he is terminated for cause.

STOCK OPTIONS The Officer SOP was established for the benefit of
key salaried employees of the Company and any subsidiary thereof, including the
Bank. The Officer SOP is administered by the Stock Option Committee of the
Board of Directors. The Officer SOP provides for the granting of incentive
stock options ("ISOs") within the meaning of Section 422 of the Internal
Revenue Code, NSOs, stock appreciation rights ("SARs"), and Restricted Stock as
described below. The Stock Option Committee will also determine the number of
shares of Common Stock subject to options, the option price and the time or
times when each option will first become exercisable, in whole or in part.

<TABLE>
<CAPTION>
OPTIONS EXERCISED AND VALUE TABLE

NUMBER OF
SECURITIES
UNDERLYING
UNEXERCISED IN-THE-MONEY
SHARES VALUE OPTIONS AT OPTIONS AT
ACQUIRED REALIZED FISCAL YEAR FISCAL YEAR
NAME ON EXERCISE(#) ($)(1) END(#)(2) END($)(2)(3)
---- --------------- ------- ----------- ---------------
<S> <C> <C> <C> <C>
Michael J. Falbo -0- -0- 7,020 $40,365
Jerome J. Holz -0- -0- 5,400 31,050
John B. Beckwith -0- -0- 2,160 12,420
Philip F. Hudson 180 1,337 3,120 11,882
</TABLE>
- ---------------
(1) Values are calculated by subtracting the exercise price from
the fair market value of the stock as of December 31, 1994
($14.50).
(2) All options are exercisable at December 31, 1994.
(3) The dollar values are calculated by determining the difference
between the market value of the underlying Common Stock at
December 31, 1994 and the exercise price of the options.
<PAGE> 10
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

DIRECTORS AND EXECUTIVE OFFICERS. The following table sets forth, as
of March 10, 1995, for the director-nominees, directors continuing in office,
the Named Executive Officers (see "Compensation of Executive Officers"), and
all directors and executive officers as a group, the number of shares of Common
Stock, stock options, and shares of Restricted Stock beneficially owned and the
percentage of such shares to the total number of shares outstanding.

<TABLE>
<CAPTION>
SUBJECT TO PERCENT OF
DIRECTLY OR STOCK RESTRICTED SHARES
NAME INDIRECTLY(1) OPTIONS(2) STOCK(3) TOTAL OUTSTANDING(4)
---- -------------- ----------- ---------- ----- ---------------
<S> <C> <C> <C> <C> <C>
Jerome J. Holz(5) 565,506 5,400 2,400 573,306 28.8%

Richard A. Horn(6) 38,931 6,000 -0- 44,931 2.3
Robert R. Spitzer(6) 6,781 1,500 -0- 8,281 *
David M. Stamm 6,029 5,400 -0- 11,429 *
Barbara E. Holz-Weis 32,404 5,100 -0- 37,504 1.9
Michael J. Falbo 25,640 7,020 3,000 35,660 1.8
John B. Beckwith 4,294 2,160 1,500 7,954 *
Philip F. Hudson 3,302 3,120 1,200 7,622 *
All Directors and Executive Officers
as a group (10 persons) including
the above-named individuals(6) 732,902 36,588 8,880 778,370 38.5
</TABLE>
- ---------------
(1) Includes shares owned directly by each individual and the
group, as well as shares owned indirectly (for example as
trustee of a trust); also includes for those individuals who
were Participants in the ESOP that number of shares of Common
Stock which were allocated to such individual's ESOP account as
of March 10, 1995, and with respect to which that individual
has voting rights under the provisions of the ESOP. See Note 5
below for information on shares held by Jerome J. Holz as
Trustee for the Holz Trust. See also "Compensation of
Executive Officers."
(2) Shares subject to stock options which have not yet been
exercised but which are exercisable within 90 days of March 10,
1994.
(3) Held by the Secretary of SFSC on behalf of the above-named
individuals as participants in the Officer SOP.
(4) Percentage of total number of shares of Common Stock
outstanding. Assumes, for each individual owning options and
for the group, the exercise of that number of options which are
included in the total number of shares. Asterisk denotes less
than 1% ownership.
(5) Mr. Holz is the Trustee of an irrevocable trust which was
created by his father (the "Holz Trust"), which owns 300,326
shares of Common Stock. Mr. Holz is one of four equal
beneficiaries of the Holz Trust. Upon termination, the shares
held by the Holz Trust will be distributed to the children of
R.W. Holz (including Mr. Holz) or their descendants, by right
of representation. As Trustee, Mr. Holz is entitled to vote
all of the shares held by the Holz Trust. By its terms, the
Holz Trust terminates upon the earlier of the death of Mr. Holz
or a reduction of the Trust's ownership interest in SFSC to
less than 15%. See "Beneficial Owners," below.
(6) Messrs. Horn, Spitzer, Stamm, and Holz-Weis are members of the
Administrative Board of the ESOP ("ESOP Board"). As of March
10, 1995, 87,109 shares were held for the ESOP by the
independent ESOP trustee, of which 44,647 had been allocated to
ESOP participants' accounts and 42,462 remained unallocated.
The ESOP provides that the independent ESOP trustee must vote
shares allocated to a participant's account in accordance with
the direction of the participant. The ESOP Board directs
voting by the independent Trustee, and may also direct the
disposition of unallocated shares. The ESOP Board does not
have the power to vote or direct the vote, or to dispose of or
direct the disposition of, shares which have been allocated to
participants' accounts. To avoid duplication, the individual
totals reported in the above table for Messrs. Horn, Spitzer,
and Stamm, and Mrs. Holz-Weis do not reflect the 42,462
unallocated shares of which they are deemed to share beneficial
ownership as members of the ESOP Board; however, the total for
all directors and executive officers as a group does include
the 42,462 unallocated shares. If the 42,462 unallocated
shares deemed to be beneficially owned (as a result of such
shared voting and dispositive power) by Messrs. Horn, Spitzer,
and Stamm, and Mrs. Holz-Weis as members of the ESOP Board are
included in each of their individual totals, the resulting
total numbers of shares and the percentages of Common Stock
beneficially owned by each of them on an individual basis would
be as follows: Richard A. Horn, 87,393 shares (4.4% of the
total shares outstanding); Robert R. Spitzer, 50,743 shares
(2.6% of the total shares outstanding); David M. Stamm, 53,891
shares (2.7% of the total shares outstanding); and Barbara E.
Holz-Weis, 79,966 shares (4.0% of the total shares
outstanding).
<PAGE> 11
BENEFICIAL OWNERS. The only persons known to SFSC to be the
"beneficial owners" (defined in accordance with Rule 13d-3 under the Securities
Exchange Act of 1934) of more than 5% of the outstanding shares of Common Stock
as of March 10, 1995, are the following:

<TABLE>
<CAPTION>
NUMBER OF PERCENT OF
NAME AND BUSINESS ADDRESS SHARES CLASS
------------------------- ------ -----
<S> <C> <C>
Jerome J. Holz(1) 573,306 28.8%
10708 West Janesville Road
Hales Corners, WI 53130

R.W. Holz Living Trust 300,326 15.1%
c/o Jerome J. Holz
10708 West Janesville Road
Hales Corners, WI 53130

First Union Corporation 105,500 5.3%
One First Union Center
Charlotte, NC 28288
</TABLE>
- ---------------
(1) The total shown for Jerome J. Holz includes 300,326 shares held
for the Holz Trust. See Note 5 to the previous table.

CERTAIN TRANSACTIONS AND OTHER RELATIONSHIPS WITH MANAGEMENT AND
PRINCIPAL SHAREHOLDERS

INDEBTEDNESS OF MANAGEMENT. Some of the executive officers and
directors of SFSC are, and have been during the preceding three fiscal years,
customers of the Bank, and some of the officers and directors of the Bank are
direct or indirect owners of 10% or more of corporations which are, or have
been in the past, customers of the Bank. As such customers, they have had
transactions in the ordinary course of business (including interest rates and
collateral on loans) as those prevailing at the time for comparable
transactions with nonaffiliated persons. In the opinion of management of SFSC,
none of the transactions involved more than the normal risk of collectability
or presented any other unfavorable features. At December 31, 1994, the Bank
had $6,461,000 in loans outstanding to the directors and executive officers of
SFSC, which amount represented 24.7% of total shareholders' equity at that
date. A substantial portion of these outstanding loans were commercial loans
from the Bank to Holz Motors, Inc., which is owned by Jerome J. Holz, who is
Chairman of the Board and Vice President of SFSC, and Holz Motors' affiliated
entities; to Horn Bros., Inc., of which Richard A. Horn, a director of SFSC, is
President; and to George Webb Corporation, of which David M. Stamm, a director
of SFSC, is President.

EDGEWOOD PLAZA. The Bank leases approximately 8,900 square feet of
floor space in Edgewood Plaza, an office building located at 4811 South 76th
Street, Greenfield, Wisconsin, pursuant to the terms of a lease agreement dated
December 20, 1982, and amended June 14, 1993, between the Bank and Edgewood
Plaza Joint Venture. Edgewood Plaza Joint Venture is a Wisconsin general
partnership that includes as partners Jerome J. Holz and Richard A. Horn who
are directors of SFSC. The term of the lease will end December 27, 1997. The
rent includes a base rent of approximately $156,000 per year, plus additional
rent equal to increases in operating expenses over those incurred during the
base year of 1983. The base rent may be adjusted every three years by an
amount equal to 25% of the base rent multiplied by increases in the Consumer
Price Index during the preceding period. Currently, the total rent payable is
approximately $208,000 per year. The Bank subleases space to two other
occupants of Edgewood Plaza. The first sublease covers approximately 1,700
square feet of the floor space of Edgewood Plaza under a lease which expires on
November 30, 1995. Under the terms of this sublease, the Bank receives annual
rent of approximately $26,000. The other sublease covers approximately 2,535
square feet of the floor space of Edgewood Plaza under a lease which expires on
December 27, 1997. Under the terms of this sublease, the Bank receives annual
rent of approximately $48,400. In 1993, Edgewood executed an extension of its
lease with Edgewood Plaza which extends Edgewood's lease through December,
2007. Under the terms of this extension, the Bank will lease approximately
4,100 square feet of floor space from Edgewood Plaza. The reduction in space
under the lease extension is related to Edgewood Plaza's assumption of the
space which the Bank currently subleases to other occupants of Edgewood Plaza.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

<PAGE> 12

ITEM 2. RATIFICATION OF APPOINTMENT OF
INDEPENDENT AUDITORS

The Board of Directors has appointed the firm of Ernst & Young LLP as
independent auditors to audit the books, records, and accounts of the Company
and its subsidiaries for the year ending December 31, 1995, and proposes that
the shareholders ratify such appointment. Ernst & Young LLP acted as
independent auditors for the year ended December 31, 1994. A representative of
Ernst & Young LLP is expected to attend the Meeting, will have the opportunity
to make a statement, and will be available to respond to appropriate questions.

The vote necessary to ratify the appointment of independent auditors is
governed by Section 180.0725(3) of the Wisconsin Business Corporation Law,
which provides that a matter will be approved if a quorum is present an the
number of votes cast in favor of the matter exceed the number of votes cast in
opposition thereto. Accordingly, a shareholder will be deemed "present" at the
Meeting by proxy because the shareholder has returned a proxy (even if the
proxy card contains no instructions as to voting with respect to the
ratification of the appointment of independent auditors, abstains from voting
thereon, or constitutes a broker "non-vote" with respect thereto). However,
unless the shareholder votes "for" or "against" the ratification of the
appointment of independent auditors, the shareholder's vote will not be
counted. See "Introduction -- Quorum and Voting Information."

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE
RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS
FOR THE FISCAL YEAR ENDING DECEMBER 31, 1995.

ITEM 3. OTHER MATTERS

The matters referred to in the foregoing Notice of Meeting and Proxy
Statement are, as far as the Board of Directors knows, the only matters which
will be presented for consideration at the Meeting. If any other matters
properly come before the Meeting, the Proxyholders named in the accompanying
Proxy will vote on them in accordance with their best judgement exercising the
authority conferred thereby.

By Order of the Board of Directors

/S/ Michael J. Falbo

MICHAEL J. FALBO,
President and Chief Executive Officer

March 17, 1995.