CFS BANCORP

CFS Bancorp, Inc. is a Delaware corporation organized in March 1998 by Citizens Financial for the purpose of becoming a unitary holding company of Citizens Financial. The Company will purchase all of the capital stock of Citizens Financial to be issued in the Conversion in exchange for 50% of the Conversion proceeds (net of Conversion expenses and the loan to be made to the Company's Employee Stock Ownership Plan (the "ESOP") and will retain the remaining net proceeds as its initial capitalizati... on. Following the Conversion the only significant assets of the Company will be the capital stock of Citizens Financial, the Company's loan to the ESOP, and the remainder of the net Conversion proceeds retained by the Company. The business and management of the Company initially will consist primarily of the business and management of Citizens Financial. Initially, the Company will neither own nor lease any property, but will instead use the premises and equipment of Citizens Financial.More