SC 13D/A

CUSIP No. 12525D102 Page 1 of 28 Pages

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

SCHEDULE 13D/A

(Amendment No. 8)

Under the Securities Exchange Act of 1934

CFS BANCORP, INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

12525D102

(CUSIP Number)

Mr. John Wm. Palmer

PL Capital, LLC

20 E. Jefferson Ave.

Suite 22

Naperville, IL  60540

630-848-1340

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

November 18, 2010

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box o.

CUSIP No. 12525D102 Page 2 of 28 Pages

1	NAME OF REPORTING PERSON Financial Edge Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 405,134
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 405,134
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 405,134
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES             x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.7%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 12525D102 Page 3 of 28 Pages

1	NAME OF REPORTING PERSON Financial Edge—Strategic Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 175,983
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 175,983
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 175,983
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES             x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.6%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 12525D102 Page 4 of 28 Pages

1	NAME OF REPORTING PERSON Goodbody/PL Capital, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 176,451
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 176,451
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 176,451
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES            x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.6%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 12525D102 Page 5 of 28 Pages

1	NAME OF REPORTING PERSON PL Capital/Focused Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 176,996
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 176,996
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 176,996
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES             x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.6%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 12525D102 Page 6 of 28 Pages

1	NAME OF REPORTING PERSON PL Capital, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)                                                                                                                                                                 ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 871,708
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 871,708
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 871,708
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES             x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.0%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 12525D102 Page 7 of 28 Pages

1	NAME OF REPORTING PERSON PL Capital Advisors, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 934,564
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 934,564
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 934,564
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES             x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.6%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 12525D102 Page 8 of 28 Pages

1	NAME OF REPORTING PERSON Goodbody/PL Capital, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 176,451
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 176,451
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 176,451
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES             x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.6%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 12525D102 Page 9 of 28 Pages

1	NAME OF REPORTING PERSON John W. Palmer
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS AF, PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 2,000
		8	SHARED VOTING POWER 1,048,159
		9	SOLE DISPOSITIVE POWER 2,000
		10	SHARED DISPOSITIVE POWER 1,048,159
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,050,159
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES             x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.7%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 12525D102 Page 10 of 28 Pages

1	NAME OF REPORTING PERSON Richard J. Lashley
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS AF, PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 3,000
		8	SHARED VOTING POWER 1,065,009
		9	SOLE DISPOSITIVE POWER 3,000
		10	SHARED DISPOSITIVE POWER 1,065,009
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,068,009
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES             x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.8%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 12525D102 Page 11 of 28 Pages

1	NAME OF REPORTING PERSON Beth Lashley
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 11,850
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 11,850
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,850
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES             x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.1%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 12525D102 Page 12 of 28 Pages

1	NAME OF REPORTING PERSON Danielle Morgan Lashley 2010 Trust
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 2,000
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 2,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES             x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) <0.1%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 12525D102 Page 13 of 28 Pages

1	NAME OF REPORTING PERSON Irving A. Smokler
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS AF, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION U.S.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 103,595
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 103,595
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 103,595
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES             x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.0%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 12525D102 Page 14 of 28 Pages

1	NAME OF REPORTING PERSON Red Rose Trading Estonia OU
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS WC, BK, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Estonia
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 103,595
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 103,595
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 103,595
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES             x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.0%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 12525D102 Page 15 of 28 Pages

 

1	NAME OF REPORTING PERSON PL Capital Defined Benefit Pension Plan
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 10,000
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 10,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES             x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) <0.1%
14	TYPE OF REPORTING PERSON EP

CUSIP No. 12525D102 Page 16 of 28 Pages

1	NAME OF REPORTING PERSON Robin Lashley
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 3,000
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 3,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES             x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) <0.1%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 12525D102 Page 17 of 28 Pages

Item 1. Security and Issuer

This amended Schedule 13D relates to the common stock, $0.01 par value (“Common Stock”), of CFS Bancorp, Inc. (the “Company” or “CFS Bancorp”).  The address of the principal executive offices of the Company is 707 Ridge Road, Munster, IN  46321.

Item 2. Identity and Background

This amended Schedule 13D is being filed jointly by the parties identified below.  All of the filers of this amended Schedule 13D are collectively the “PL Capital Group.”  The joint filing agreement of the members of the PL Capital Group is attached to this amended Schedule 13D as Exhibit 1.

· Financial Edge Fund, L.P., a Delaware limited partnership (“Financial Edge Fund”)

· Financial Edge-Strategic Fund, L.P., a Delaware limited partnership (“Financial Edge Strategic”)

· PL Capital/Focused Fund, L.P., a Delaware limited partnership (“Focused Fund”)

· PL Capital, LLC, a Delaware limited liability company and General Partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund, beneficiary of the PL Capital Defined Benefit Pension Plan, and investment adviser to separate accounts held by Red Rose Trading Estonia OU (“PL Capital”)

· PL Capital Advisors, LLC, a Delaware limited liability company and investment advisor to Financial Edge Fund, Financial Edge Strategic, Focused Fund and Goodbody/PL Capital, L.P. (“PL Capital Advisors”)

· Goodbody/PL Capital, L.P., a Delaware limited partnership (“Goodbody/PL LP”)

· Goodbody/PL Capital, LLC, a Delaware limited liability company and General Partner of Goodbody/PL LP (“Goodbody/PL LLC”)

· John W. Palmer as a Managing Member of PL Capital, PL Capital Advisors and Goodbody/PL LLC; as a beneficiary of the PL Capital Defined Benefit Pension Plan (“PL Capital Pension Plan”); and as an individual

· PL Capital Pension Plan, a pension plan for PL Capital and its managing members Messrs. Palmer and Lashley

· Beth Lashley, spouse of Richard Lashley, as an individual

· Danielle Morgan Lashley 2010 Trust, a trust established for the benefit of Danielle Lashley, a minor child of Richard and Beth Lashley

CUSIP No. 12525D102 Page 18 of 28 Pages

· Richard J. Lashley as a Managing Member of PL Capital, PL Capital Advisors and Goodbody/PL LLC; as a beneficiary of the PL Capital Pension Plan; jointly with his spouse, Beth Lashley; as Trustee of the Danielle Morgan Lashley 2010 Trust; as holder of certain discretionary authority over an account held by Dr. Robin Lashley, his sister; and as an individual

· Red Rose Trading Estonia OU, an Estonian company (“Red Rose”)

· Irving A. Smokler, principal of Red Rose

· Dr. Robin Lashley as an individual

(a)-(c)    This statement is filed by Mr. John Palmer and Mr. Richard Lashley, with respect to the shares of Common Stock beneficially owned by them, as follows:

(1) shares of Common Stock held in the name of Financial Edge Fund, Financial Edge Strategic, Focused Fund and Red Rose, in Mr. Palmer’s and Mr. Lashley’s capacity as Managing Members of PL Capital, the General Partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund and investment adviser to separate accounts held by Red Rose;

(2) shares of Common Stock held in the name of Financial Edge Fund, Financial Edge Strategic, Focused Fund and Goodbody/PL LP, in Mr. Palmer’s and Mr. Lashley’s capacity as Managing Members of PL Capital Advisors, the investment advisor to Financial Edge Fund, Financial Edge Strategic, Focused Fund and Goodbody/PL LP;

(3) shares of Common Stock held in the name of Goodbody/PL LP, in Mr. Palmer’s and Mr. Lashley’s capacity as Managing Members of Goodbody/PL LLC, the General Partner of Goodbody/PL LP;

(4) shares of Common Stock held in the name of PL Capital Pension Plan  (Messrs. Lashley and Palmer are the beneficiaries of the plan);

(5) shares of Common Stock held in the name of Mr. Palmer as an individual;

(6) shares of Common Stock held in the name of Mr. Lashley: (A) as an individual, (B) as well as held jointly in the name of Mr. Lashley and Beth Lashley, and (C) a holder of certain discretionary authority over an account held by his sister Dr. Robin Lashley; and

(7) shares of Common Stock held by the Danielle Morgan Lashley 2010 Trust, for which Mr. Lashley is Trustee.

This statement is filed by Dr. Irving Smokler with respect to the shares of Common Stock beneficially owned by Red Rose.

The business address of Financial Edge Fund, Financial Edge Strategic, Focused Fund, PL Capital, PL Capital Advisors, Goodbody/PL LP, Goodbody/PL LLC, PL Capital Pension Plan, Mr. Palmer, Mr. Lashley, Beth Lashley, the Danielle Morgan Lashley 2010 Trust and Dr. Robin Lashley is:  c/o PL Capital, 20 East Jefferson Avenue, Suite 22, Naperville, Illinois 60540.  Each of Financial Edge Fund, Financial Edge Strategic, Focused Fund, PL Capital, PL Capital Advisors, Goodbody/PL LP and Goodbody/PL LLC are engaged in various interests, including investments.

CUSIP No. 12525D102 Page 19 of 28 Pages

The principal employment of Messrs. Palmer and Lashley is investment management with each of PL Capital, PL Capital Advisors and Goodbody/PL LLC, whose principal business is investments.  Beth Lashley is the spouse of Richard Lashley and is currently not employed.  Danielle Lashley is the minor child of Richard and Beth Lashley.

The business address of Red Rose and Dr. Irving Smokler is c/o of Maple Leaf Properties, 980 N. Federal Highway, Suite 307, Boca Raton, FL   33432.  Red Rose is engaged in various investment activities.

The principal employment of Dr. Smokler is as a partner of Maple Leaf Properties, a Michigan co-general partnership, a real estate investment firm with a principal address of 980 N. Federal Highway, Suite 307, Boca Raton, FL   33432.

PL Capital Pension Plan is a defined benefit pension plan for the benefit of the principals of PL Capital, Messrs. Palmer and Lashley.

The principal employment of Dr. Robin Lashley is college professor at Kent State University, Tuscarawas Campus, 330 University Drive NE, New Philadelphia, Ohio 44663.

(d)           During the past five years, no member of the PL Capital Group has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)           During the past five years, no member of the PL Capital Group has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws.

(f)           All of the individuals who are members of the PL Capital Group are citizens of the United States.

Item 3. Source and Amount of Funds or Other Consideration

In aggregate, the PL Capital Group owns 1,070,009 shares of Common Stock of the Company acquired at an aggregate cost of $3,439,341.

The amount of funds expended by Financial Edge Fund to acquire the 405,134 shares of Common Stock it holds in its name is $1,315,344.  Such funds were provided from Financial Edge Fund’s available capital and from time to time from margin loans provided by BNP Paribas Prime Brokerage, Inc. (“BNP Paribas”).

The amount of funds expended by Financial Edge Strategic to acquire the 175,983 shares of Common Stock it holds in its name is $574,673.  Such funds were provided from Financial Edge Strategic’s available capital and from time to time from margin loans provided by BNP Paribas.

The amount of funds expended by Goodbody/PL LP to acquire the 176,451 shares of Common Stock it holds in its name is $575,498.  Such funds were provided from Goodbody/PL LP’s available capital and from time to time from margin loans provided by BNP Paribas.

CUSIP No. 12525D102 Page 20 of 28 Pages

The amount of funds expended by Focused Fund to acquire the 176,996 shares of Common Stock it holds in its name is $565,009.  Such funds were provided from Focused Fund’s available capital.

The amount of funds expended by Mr. Palmer to acquire the 2,000 shares of Common Stock he holds in his name is $16,495.  Such funds were provided from Mr. Palmer’s personal funds.

The amount of funds expended by Mr. Lashley to acquire the 3,000 shares of Common Stock he holds individually in his name is $9,669.  Such funds were provided from Mr. Lashley’s personal funds.

The amount of funds expended by Richard and Beth Lashley to acquire the 11,850 shares of Common Stock they hold jointly is $38,608.  Such funds were provided from Mr. and Mrs. Lashley’s personal funds.

The amount of funds expended by the Danielle Morgan Lashley 2010 Trust to acquire the 2,000 shares of Common Stock it holds is $8,227.  Such funds were provided from Danielle Lashley’s personal funds.

The amount of funds expended by Dr. Lashley to acquire the 3,000 shares of Common Stock she holds is $10,809.  Such funds were provided from Dr. Lashley’s personal funds.

The amount of funds expended by Red Rose to acquire the 103,595 shares of Common Stock it holds in its name is $291,014.  Such funds were provided from Red Rose’s available capital.

The amount of funds expended by PL Capital Pension Plan to acquire the 10,000 shares of Common Stock it holds in its name is $33,905.  Such funds were provided from PL Capital Pension Plan’s available capital.

Any purchases of Common Stock made by members of the PL Capital Group using funds borrowed from BNP Paribas, if any, were made in margin transactions on that firms’ usual terms and conditions.  All or part of the shares of Common Stock owned by members of the PL Capital Group may from time to time be pledged with one or more banking institutions or brokerage firms as collateral for loans made by such entities to members of the PL Capital Group.  Such loans, if any, generally bear interest at a rate based upon the federal funds rate plus a margin.  Such indebtedness, if any, may be refinanced with other banks or broker-dealers.  As of the date of this filing no member of the PL Capital Group has margin or other loans outstanding secured by Common Stock except Goodbody/PL Capital.

Item 4. Purpose of Transaction

This is the PL Capital Group’s eighth amendment to its initial Schedule 13D filing.  The PL Capital Group acquired shares of Common Stock because it believes that the Common Stock is undervalued.

The PL Capital Group nominated Mr. Palmer as a nominee for election as a director at the Company’s 2010 Annual Shareholder Meeting, and Mr. Palmer was elected by the shareholders at the 2010 Annual Shareholder Meeting to serve a three-year term as a director.  For copies of the PL Capital Group’s correspondence with the Company related to the proxy contest, the shareholder derivative demand and certain other corporate governance items see Exhibit 2, Exhibit 3, Exhibit 4, Exhibit 5, Exhibit 6, Exhibit 7, Exhibit 8, Exhibit 9, Exhibit 10, Exhibit 11, Exhibit 12, Exhibit 13, Exhibit 14, Exhibit 15 and Exhibit 16 attached hereto.

In connection with this proxy contest, the PL Capital Group requested reimbursement from the Company for its out-of-pocket expenses incurred in connection with its efforts to nominate and elect Mr. Palmer to the Company’s Board of Directors.  After discussions between the PL Capital Group and the Company, the parties entered into a Standstill Agreement dated November 18, 2010 (the “Agreement”), pursuant to which the Company will reimburse the PL Capital Group for its out-of-pocket expenses incurred in connection with the proxy contest in an amount equal to $150,000 and cause Mr. Palmer to be reelected to the Board of Directors of Citizens Financial Bank during the term of the Agreement.

CUSIP No. 12525D102 Page 21 of 28 Pages

In turn, during the term of the Agreement, the PL Capital Group has agreed, among other things, to vote its shares of Common Stock in favor of the directors nominated by the Company’s Board of Directors, and not to take certain actions related to control of the Company.  A copy of the Agreement is attached as Exhibit 17 hereto.

Members of the PL Capital Group may make further purchases of shares of Common Stock.  Members of the PL Capital Group may dispose of any or all the shares of Common Stock held by them, subject to the terms and conditions of the Agreement.

To the extent the actions described herein may be deemed to constitute a “control purpose” with respect to the Securities Exchange Act of 1934, as amended, and the regulations thereunder, the PL Capital Group has such a purpose.  Except as noted in this Schedule 13D, no member of the PL Capital Group has any plans or proposals, which relate to, or would result in, any of the matters referred to in paragraphs (b) through (j), inclusive of Item (4) of Schedule 13D.  Such individuals may, at any time and from time to time, review or reconsider their positions and formulate plans or proposals with respect thereto.

Item 5. Interest in Securities of the Company

The percentages used in this amended Schedule 13D are calculated based upon 10,851,724 outstanding shares of Common Stock.  This is the number of shares of Common Stock that the Company reported as outstanding as of October 27, 2010 in its Quarterly Report on Form 10-Q, which was filed on October 28, 2010.  The PL Capital Group’s transactions in the Common Stock within the past 60 days of the date of this filing are as follows:

(A)        Financial Edge Fund

(a)-(b)     See cover page.

(c)           Financial Edge Fund made no purchases or sales within the past 60 days of the date of this filing.

(d)           Because Mr. Palmer and Mr. Lashley are the Managing Members of PL Capital, the general partner of Financial Edge Fund, they have the power to direct the affairs of Financial Edge Fund, including the voting and disposition of shares of Common Stock held in the name of Financial Edge Fund.  Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and dispositive power with Financial Edge Fund with regard to those shares of Common Stock.

(B)         Financial Edge Strategic

(a)-(b)     See cover page.

(c)           Financial Edge Strategic has made no purchases or sales within the past 60 days of the date of this filing.

(d)           Because Mr. Palmer and Mr. Lashley are the Managing Members of PL Capital, the general partner of Financial Edge Strategic, they have the power to direct the affairs of Financial Edge Strategic, including the voting and disposition of shares of Common Stock held in the name of Financial Edge Strategic.  Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and dispositive power with Financial Edge Strategic with regard to those shares of Common Stock.

CUSIP No. 12525D102 Page 22 of 28 Pages

(C)         Goodbody/PL LP

(a)-(b)     See cover page.

(c)           Goodbody/PL LP has made no purchases or sales within the past 60 days of the date of this filing.

(d)           Goodbody/PL LLC is the general partner of Goodbody/PL LP.  Because Mr. Palmer and Mr. Lashley are the Managing Members of Goodbody/PL LLC, they have the power to direct the affairs of Goodbody/PL LP.  Therefore, Goodbody/PL LLC may be deemed to share with Messrs. Palmer and Lashley voting and dispositive power with regard to the shares of Common Stock held by Goodbody/PL LP.

(D)         Focused Fund

(a)-(b)     See cover page.

(c)           Focused Fund has made no purchases or sales within the past 60 days of the date of this filing.

(d)           PL Capital is the general partner of Focused Fund.  Because Mr. Palmer and Mr. Lashley are the Managing Members of PL Capital, they have the power to direct the affairs of PL Capital.  Therefore, PL Capital may be deemed to share with Messrs. Palmer and Lashley voting and dispositive power with regard to the shares of Common Stock held by PL Capital.

(E)          PL Capital

(a)-(b)     See cover page.

(c)           PL Capital has made no purchases or sales of Common Stock directly.

(d)           PL Capital is the general partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund.  PL Capital is the investment adviser for separate accounts held by Red Rose.  Because Mr. Palmer and Mr. Lashley are the Managing Members of PL Capital, they have the power to direct the affairs of PL Capital.  Therefore, PL Capital may be deemed to share with Mr. Palmer and Mr. Lashley voting and dispositive power with regard to the shares of Common Stock held by Financial Edge Fund, Financial Edge Strategic, Focused Fund and Red Rose.

(F)          PL Capital Advisors

(a)-(b)     See cover page.

(c)           PL Capital Advisors has made no purchases or sales of Common Stock directly.

(d)           PL Capital Advisors is the investment advisor to Financial Edge Fund, Financial Edge Strategic, Goodbody/PL LP and Focused Fund.  Because Mr. Palmer and Mr. Lashley are the Managing Members of PL Capital Advisors, they have the power to direct the affairs of PL Capital Advisors.  Therefore, PL Capital Advisors may be deemed to share with Mr. Palmer and Mr. Lashley voting and dispositive power with regard to the shares of Common Stock held by Financial Edge Fund, Financial Edge Strategic, Goodbody/PL LP, and Focused Fund.

CUSIP No. 12525D102 Page 23 of 28 Pages

(G)         Goodbody/PL LLC

(a)-(b)     See cover page.

(c)           Goodbody/PL LLC has made no purchases or sales of Common Stock directly.

(d)           Goodbody/PL LLC is the general partner of Goodbody/PL LP.  Because Mr. Palmer and Mr. Lashley are the Managing Members of Goodbody/PL LLC, they have the power to direct the affairs of Goodbody/PL LLC.  Therefore, Goodbody/PL LLC may be deemed to share with Messrs. Palmer and Lashley voting and dispositive power with regard to the shares of Common Stock held by Goodbody/PL LP.

(H)         Mr. John W. Palmer

(a)-(b)     See cover page.

(c)           Mr. Palmer has made no purchases or sales within the past 60 days of the date of this filing.

(I)           Mr. Richard J. Lashley

(a)-(b)     See cover page.

(c)           Mr. Lashley has made no purchases or sales within the past 60 days of the date of this filing.

(J)           Mr. Richard J. Lashley and Mrs. Beth Lashley

(a)-(b)     See cover page.

(c)           Mr. and Mrs. Lashley have made no purchases or sales within the past 60 days of the date of this filing.

 (d)          Beth Lashley is the spouse of Richard Lashley.  Therefore, Beth Lashley may be deemed to share with Richard Lashley voting and dispositive power with regard to the shares of Common Stock held jointly with Richard Lashley.

(K)         Danielle Morgan Lashley 2010 Trust

(a)-(b)     See cover page.

(c)           The Danielle Morgan Lashley 2010 Trust has made no purchases or sales within the past 60 days of the date of this filing.

(d)           Richard Lashley is the Trustee for the Danielle Morgan Lashley 2010 Trust.  Therefore, Danielle Lashley may be deemed to share with Richard Lashley voting and dispositive power with regard to the shares of Common Stock held in the Trust.

CUSIP No. 12525D102 Page 24 of 28 Pages

(L)          Red Rose

(a)-(b)     See cover page.

(c)           Red Rose has made no purchases or sales within the past 60 days of the date of this filing.

 (d)          Dr. Irving Smokler is deemed to share voting and dispositive power with regard to the shares of Common Stock held by Red Rose.

(M)        Dr. Irving A. Smokler

(a)-(b)     See cover page.

(c)           Dr. Smokler has made no purchases or sales of Common Stock directly.

(d)           Dr. Irving Smokler is deemed to share voting and dispositive power with regard to the shares of Common Stock held by Red Rose.

(N)         PL Capital Pension Plan

(a)-(b)     See cover page.

(c)           PL Capital Pension Plan has made no purchases or sales within the past 60 days of the date of this filing.

(d)           PL Capital Pension Plan is a defined benefit plan for PL Capital and its managing members Messrs. Lashley and Palmer.  Because Mr. Palmer and Mr. Lashley are the Managing Members of PL Capital, they have the power to direct the affairs of PL Capital Pension Plan.  Therefore, PL Capital and PL Capital Pension Plan may be deemed to share with Messrs. Palmer and Lashley voting and dispositive power with regard to the shares of Common Stock held by PL Capital Pension Plan.

(O)         Dr. Robin Lashley

(a)-(b)     See cover page.

(c)           Dr. Lashley made no purchases or sales since the most recent amendment to this Schedule 13D.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company

With respect to Financial Edge Fund, Financial Edge Strategic, Focused Fund and Red Rose:  PL Capital and/or PL Capital Advisors are entitled to (1) an allocation of a portion of profits, if any, and (2) a management fee based upon a percentage of total capital.  With respect to Goodbody/PL LP:  Goodbody/PL LLC and/or PL Capital Advisors are entitled to (1) an allocation of a portion of profits, if any, and (2) a management fee based upon a percentage of total capital.

CUSIP No. 12525D102 Page 25 of 28 Pages

Other than the foregoing agreements and the Joint Filing Agreement filed as Exhibit 1 to this amended Schedule 13D, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Company.

Item 7. Material to be Filed as Exhibits

Exhibit No.	Description
1	Joint Filing Agreement
2	Letter from John Palmer to Board of Directors dated March 25, 2009*
3	Letter from John Palmer to Board of Directors dated April 13, 2009*
4	Press release dated April 29, 2009*
5	Letter from John Palmer to Board of Directors dated May 4, 2009*
6	Press release dated May 4, 2009*
7	Letter from Lead Independent Director to John Palmer dated May 11, 2009*
8	Letter from John Palmer to Lead Independent Director dated May 14, 2009*
9	Notice of Intent to Nominate from Richard Lashley to Board of Directors dated May 15, 2009*
10	Letter from CFS Bancorp, Inc. to Shareholders dated August 17, 2009*
11	Letter from PL Capital Group to Shareholders dated August 24, 2009 with copy of Letter to Company dated August 24, 2009*
12	Letter from Richard Lashley and John Palmer to Audit Committee dated November 2, 2009*
13	Letter from Audit Committee of CFS Bancorp, Inc. to Richard Lashley and John Palmer dated November 12, 2009*
14	Letter from Richard Lashley and John Palmer to Audit Committee dated November 18, 2009*
15	Letter from CFS Bancorp, Inc. to Richard Lashley and John Palmer dated December 3, 2009*
16	Letter from Richard Lashley and John Palmer to CFS Bancorp, Inc. dated December 4, 2009*
17	Standstill Agreement dated November 18, 2010

*Previously filed.

CUSIP No. 12525D102 Page 26 of 28 Pages

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:   November 24, 2010

FINANCIAL EDGE FUND, L.P.
By:	PL CAPITAL, LLC
	General Partner
By:	/s/ John W. Palmer	/s/ Richard J. Lashley
	John W. Palmer	Richard J. Lashley
	Managing Member	Managing Member
FINANCIAL EDGE-STRATEGIC FUND, L.P.
By:	PL CAPITAL, LLC
	General Partner
By:	/s/ John W. Palmer	/s/ Richard J. Lashley
	John W. Palmer	Richard J. Lashley
	Managing Member	Managing Member
PL CAPITAL/FOCUSED FUND, L.P.
By:	PL CAPITAL, LLC
	General Partner
By:	/s/ John W. Palmer	/s/ Richard J. Lashley
	John W. Palmer	Richard J. Lashley
	Managing Member	Managing Member

CUSIP No. 12525D102 Page 27 of 28 Pages

GOODBODY/PL CAPITAL, L.P.
By:	GOODBODY/PL CAPITAL, LLC
	General Partner
By:	/s/ John W. Palmer	/s/ Richard J. Lashley
	John W. Palmer	Richard J. Lashley
	Managing Member	Managing Member
GOODBODY/PL CAPITAL, LLC
By:	/s/ John W. Palmer	/s/ Richard J. Lashley
	John W. Palmer	Richard J. Lashley
	Managing Member	Managing Member
PL CAPITAL, LLC
By:	/s/ John W. Palmer	/s/ Richard J. Lashley
	John W. Palmer	Richard J. Lashley
	Managing Member	Managing Member
PL CAPITAL ADVISORS, LLC
By:	/s/ John W. Palmer	/s/ Richard J. Lashley
	John W. Palmer	Richard J. Lashley
	Managing Member	Managing Member
RED ROSE TRADING ESTONIA OU
By:	/s/ Irving A. Smokler
	Irving A. Smokler
	Principal

CUSIP No. 12525D102 Page 28 of 28 Pages

PL CAPITAL DEFINED BENEFIT PENSION PLAN
By:	/s/ John W. Palmer	/s/ Richard J. Lashley
	John W. Palmer	Richard J. Lashley
DANIELLE MORGAN LASHLEY 2010 TRUST
By:	/s/ Richard J. Lashley
	Richard J. Lashley

  

By:	/s/ John W. Palmer
	John W. Palmer
By:	/s/ Richard J. Lashley
	Richard J. Lashley
By:	/s/ Beth Lashley
	Beth Lashley
By:	/s/ Irving A. Smokler
	Irving A. Smokler
By:	/s/ Robin Lashley
	Robin Lashley

EX-1

EXHIBIT 1

JOINT FILING AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that the Schedule 13D to which this Joint Filing Agreement is being filed as an exhibit shall be a joint statement filed on behalf of each of the undersigned.

Date:   November 24, 2010

FINANCIAL EDGE FUND, L.P.
By:	PL CAPITAL, LLC
	General Partner
By:	/s/ John W. Palmer	/s/ Richard J. Lashley
	John W. Palmer	Richard J. Lashley
	Managing Member	Managing Member
FINANCIAL EDGE-STRATEGIC FUND, L.P.
By:	PL CAPITAL, LLC
	General Partner
By:	/s/ John W. Palmer	/s/ Richard J. Lashley
	John W. Palmer	Richard J. Lashley
	Managing Member	Managing Member
PL CAPITAL/FOCUSED FUND, L.P.
By:	PL CAPITAL, LLC
	General Partner
By:	/s/ John W. Palmer	/s/ Richard J. Lashley
	John W. Palmer	Richard J. Lashley
	Managing Member	Managing Member

GOODBODY/PL CAPITAL, L.P.
By:	GOODBODY/PL CAPITAL, LLC
	General Partner
By:	/s/ John W. Palmer	/s/ Richard J. Lashley
	John W. Palmer	Richard J. Lashley
	Managing Member	Managing Member
GOODBODY/PL CAPITAL, LLC
By:	/s/ John W. Palmer	/s/ Richard J. Lashley
	John W. Palmer	Richard J. Lashley
	Managing Member	Managing Member
PL CAPITAL, LLC
By:	/s/ John W. Palmer	/s/ Richard J. Lashley
	John W. Palmer	Richard J. Lashley
	Managing Member	Managing Member
PL CAPITAL ADVISORS, LLC
By:	/s/ John W. Palmer	/s/ Richard J. Lashley
	John W. Palmer	Richard J. Lashley
	Managing Member	Managing Member
RED ROSE TRADING ESTONIA OU
By:	/s/ Irving A. Smokler
	Irving A. Smokler
	Principal

PL CAPITAL DEFINED BENEFIT PENSION PLAN
By:	/s/ John W. Palmer	/s/ Richard J. Lashley
	John W. Palmer	Richard J. Lashley
DANIELLE MORGAN LASHLEY 2010 TRUST
By:	/s/ Richard J. Lashley
	Richard J. Lashley

  

By:	/s/ John W. Palmer
	John W. Palmer
By:	/s/ Richard J. Lashley
	Richard J. Lashley
By:	/s/ Beth Lashley
	Beth Lashley
By:	/s/ Irving A. Smokler
	Irving A. Smokler
By:	/s/ Robin Lashley
	Robin Lashley

EX-2

Exhibit 2

STANDSTILL AGREEMENT

This Standstill Agreement (this “Agreement”) is entered into as of November 18, 2010, by and among CFS Bancorp, Inc., an Indiana corporation (the “Company”), Citizens Financial Bank, a federal savings bank (the “Bank”), and each of PL Capital, LLC, Goodbody/PL Capital, LLC, Financial Edge Fund, L.P., Financial Edge-Strategic Fund, L.P., PL Capital/Focused Fund, L.P., Goodbody/PL Capital, L.P., PL Capital Advisors, LLC, Richard J. Lashley, Beth Lashley, the Danielle Morgan Lashley 2010 Trust, Robin Lashley, PL Capital Defined Benefit Pension Plan, John W. Palmer, Irving A. Smokler, and Red Rose Trading Estonia OU (each a “PL Capital Party” and collectively the “PL Capital Parties”). Except as the context otherwise requires, all capitalized terms not otherwise defined herein shall have the meaning as defined in Section 1.1 hereof.

RECITALS

WHEREAS, the PL Capital Parties nominated their director nominee John W. Palmer for election to the Board of Directors of the Company at the Company’s 2010 Annual Meeting of Shareholders (the “2010 Meeting”) and the shareholders of the Company elected Mr. Palmer as a director of the Company at the 2010 Meeting;

WHEREAS, the PL Capital Parties have requested reimbursement from the Company for their out-of-pocket expenses incurred in connection with their efforts to nominate and elect Mr. Palmer to the Company’s Board of Directors at the 2010 Meeting (the “2010 Proxy Contest”);

WHEREAS, the PL Capital Parties have communicated to the Company their intent to cause the submission of certain shareholder proposals (the “Proposals”) to be presented to the Company’s shareholders for consideration at the Company’s 2011 Annual Meeting of Shareholders (the “2011 Meeting”);

WHEREAS, the Board has determined to reimburse the PL Capital Parties for their reasonable out-of-pocket expenses incurred in connection with the 2010 Proxy Contest as set forth herein;

WHEREAS, in view of the decision of the Board with respect to the reimbursement, the PL Capital Parties have agreed not to submit the Proposals; and

WHEREAS, the Company and the PL Capital Parties desire to establish in this Agreement certain agreements and restrictions between the parties.

AGREEMENT

NOW THEREFORE, the parties do hereby agree as follows:

ARTICLE I

DEFINITIONS AND CONSTRUCTION

1.1           Definitions.  Except for the names of the parties hereto (which shall be referenced herein as defined above), the following capitalized terms used in this Agreement shall, unless the context otherwise requires, have the following meaning:

“Affiliate” of a specified person is a person that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, the person specified.

“Board” means the Board of Directors of the Company.

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“Common Stock” means the Company’s common stock, $0.01 par value per share.

“Consent” means any consent, approval, waiver, agreement, license, or report or notice to, any Person.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Governmental Approval” means any consent, approval, authorization, waiver, permit, concession, franchise, agreement, license, exemption or order of, declaration or filing with, or report or notice to, any Governmental Authority.

“Governmental Authority” means any federal, state, local or foreign court, legislative, executive or regulatory authority or agency.

“Law” means all applicable provisions of all (a) constitutions, treaties, statutes, laws (including the common law), codes, rules, regulations, ordinances or orders of any Governmental Authority, (b) Governmental Approvals and (c) orders, decisions, injunctions, judgments, awards and decrees of or agreements with any Governmental Authority.

“Person” means any individual, partnership, joint venture, corporation, limited liability company, trust, unincorporated organization, government or department or agency of a government.

“SEC” means the Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

1.2           Construction.  The parties have participated jointly in the negotiation and drafting of this Agreement.  In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.  Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation of any provision of this Agreement.  Terms defined in the singular shall include the plural, and vice versa, and pronouns in any gender shall include the masculine, feminine, and neuter, as the context requires.  Any reference to any federal, state, local, or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise.  The word “including” shall mean including without limitation, and use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise.  All references to a “Section” refer to this Agreement, unless the context otherwise requires.

ARTICLE II

SHARES SUBJECT TO AGREEMENT

The shares of Common Stock subject to this Agreement are all shares of Common Stock beneficially owned (as determined pursuant to Rule 13d-3 of the Exchange Act) by the PL Capital Parties as of the date of this Agreement, together with any other shares of voting capital stock of the Company hereafter acquired and beneficially owned by the PL Capital Parties (collectively referred to herein as the “PL Capital Shares”).

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE PL CAPITAL PARTIES

The PL Capital Parties represent and warrant to the Company as follows:

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3.1           Authorization.  The PL Capital Parties each have the requisite power, authority and legal capacity to execute, deliver and perform and to consummate the transactions contemplated by this Agreement.  The PL Capital Parties each have duly executed and delivered this Agreement.  This Agreement constitutes the legal, valid and binding obligations of the PL Capital Parties, enforceable against them in accordance with its terms.

3.2           No Conflicts; Consents.  The execution, delivery and performance by the PL Capital Parties of this Agreement and the agreements contained herein do not conflict with, contravene, result in a violation or breach of or default under (with or without the giving of notice or the lapse of time or both), or give rise to a claim or right of termination, amendment, modification, vesting, acceleration or cancellation of any right or obligation or loss of any material benefit under any Law applicable to the PL Capital Parties or any material contract, agreement, or instrument to which any of the PL Capital Parties are a party.  No Consent of any Governmental Authority or other person is required to be obtained by any of the PL Capital Parties in connection with the execution and delivery by the PL Capital Parties of this Agreement.

3.3           The PL Capital Shares.  Each PL Capital Party, or together with any other PL Capital Party, has the sole right to vote the PL Capital Shares held by such party, and none of the PL Capital Shares are subject to any agreement, arrangement or restriction with respect to the voting of such shares by any non-PL Capital Party, except as contemplated by this Agreement.

3.4           Expenses Associated with 2010 Proxy Contest.  The PL Capital Parties which incurred out-of-pocket expenses associated with the 2010 Proxy Contest represent and warrant that such out-of-pocket expenses, as evidenced by receipts previously provided by PL Capital to the Company, are actual expenses incurred by the PL Capital Parties in connection with bringing and administering its 2010 Proxy Contest.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE BANK

Each of the Company and the Bank, as applicable, represents and warrants to the PL Capital Parties as follows:

4.1           Existence.  The Company is duly organized, validly existing, and in good standing under the laws of the State of Indiana and is duly authorized to conduct business and enter into contracts under the laws of the State of Indiana.  The Bank is duly organized, validly existing, and in good standing under the laws of the United States and is duly authorized to conduct business and enter into contracts under the laws of the United States.

4.2           Authorization.  Each of the Company and the Bank has full power and authority to execute and deliver this Agreement, and to perform its obligations hereunder, and such execution, delivery, and performance are duly authorized by all necessary corporate action of the Company and the Bank, as applicable.  Each of the Company and the Bank has duly authorized and executed this Agreement.  This Agreement constitutes the valid and legally binding obligation of each of the Company, and the Bank enforceable in accordance with its terms and conditions.

4.3           No Conflicts; Consents.  The execution, delivery and performance by each of the Company and the Bank of this Agreement and the agreements contained herein do not conflict with, contravene, result in a violation or breach of or default under (with or without the giving of notice or the lapse of time or both), or give rise to a claim or right of termination, amendment, modification, vesting, acceleration or cancellation of any right or obligation or loss of any material benefit under any Law applicable to the Company or the Bank or any material contract, agreement, or instrument to which the Company or the Bank is a party.  No Consent of any Governmental Authority or other person is required to be obtained by the Company or the Bank in connection with the execution and delivery by the Company and the Bank of this Agreement.

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ARTICLE V

COVENANTS OF THE PL CAPITAL PARTIES

5.1           Voting for Company Proposals.  Except as provided below, from the date of this Agreement and continuing through the first business day following the date on which the Company’s 2012 Annual Meeting of Shareholders (the “2012 Meeting”), including any adjournment thereof, is held (the “Termination Date”), the PL Capital Parties hereby agree:

(a)           that at the 2011 Meeting and the 2012 Meeting the PL Capital Parties shall vote (or cause to be voted) the PL Capital Shares in favor of the directors nominated by the Board for election to the Board;

(b)           not to seek to remove or support anyone else in seeking to remove, without cause, any member of the Board, or encourage any other Person to do so;

(c)           not to nominate or recommend a candidate for election to the Board, or become a “participant” (as defined in Schedule 14A) in any election contest involving the Company or the Company’s securities; and

(d)           that on any other proposal not involving the election of directors of the Company submitted to shareholders for a vote at any special or annual meeting of shareholders during the Standstill Period (defined below), to vote all the PL Capital Shares it beneficially owns in accordance with the recommendation of the Company’s Board of Directors and to not oppose such proposals publicly or privately.

Notwithstanding anything herein to the contrary, the foregoing limitations shall not be deemed to limit actions that may be taken by Mr. Palmer in the good faith discharge of his fiduciary duties as a member of the Company’s Board or the Bank’s Board of Directors.

5.2           Standstill.  From the date of this Agreement and continuing through the Termination Date (the “Standstill Period”), except pursuant to a transaction approved by the Board, the PL Capital Parties and their respective Affiliates will not, in any manner, directly or indirectly:

(a)           make, effect, initiate, cause or participate in (i) any acquisition of any assets of the Company or its subsidiaries, (ii) any tender offer, exchange offer, merger, business combination, recapitalization, restructuring, liquidation, dissolution or extraordinary transaction involving the Company or its subsidiaries or (iii) any “solicitation” of “proxies” (as those terms are used in the proxy rules of the SEC promulgated pursuant to Section 14 of the Exchange Act) or consents with respect to any securities of the Company;

(b)           form, join or participate in a “group” (as defined in Section 13(d)(3) of the Exchange Act, and the rules promulgated thereunder) other than a group involving the PL Capital Parties, pooling agreement, syndicate or voting trust with respect to the beneficial ownership of any securities of the Company, or otherwise act in concert with another shareholder of the Company for the purpose of acquiring, holding, voting or disposing of the Company’s securities (for the benefit of clarification and the avoidance of doubt, this provision shall not prohibit changes in the membership of the group involving the PL Capital Parties as long as any additional member(s) acknowledges and agrees to be bound by the terms of this Agreement);

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(c)           act, alone or in concert with others, to seek to control the management, Board or policies of the Company or seek to offer to the Company or any of its shareholders any business combination resulting in control or a change in management of the Company;

(d)           seek to call, or to request the call of, or call a special meeting of the shareholders of the Company;

(e)           agree or offer to take, or encourage or propose (publicly or otherwise) the taking of, assist, induce or encourage any other Person to take, or enter into discussions with any third party with respect to the taking of, any action referred to in clauses “(a)”, “(b)”, “(c)” or “(d)” of this Section 5.2;

(f)           initiate or propose any shareholder proposal or induce or attempt to induce any other individual, firm, corporation, partnership, or other entity to initiate any shareholder proposal; and

(g)           other than in connection with enforcement of the PL Capital Parties’ rights under this Agreement, otherwise act, alone or in concert with others, to encourage, facilitate, incite, or seek to cause others to instigate legal proceedings against the Company, or any of its subsidiaries or their respective officers, directors, or employees.

Notwithstanding anything herein to the contrary, the foregoing limitations shall not be deemed to limit actions that may be taken by Mr. Palmer in the good faith discharge of his fiduciary duties as a member of the Company’s Board or the Bank’s Board of Directors.

5.3           Transferees to be Bound.  Any transferee of any of the PL Capital Shares beneficially owned by any of the PL Capital Parties that is an affiliate of the PL Capital Parties shall acknowledge and agree to be bound by the terms of this Agreement.

5.4           Withdrawal of Notice of Proposals.  Upon the execution of this Agreement by the PL Capital Parties and the Company, any notice given pursuant to Article IV, Section 12 of the Company’s Bylaws or under any applicable rules or regulations of the Federal securities laws, including without limitation Rule 14a-8 of the Exchange Act, of the PL Capital Parties’ intent to submit any proposals at the 2011 Meeting shall be null and void.

5.5           Right of First Refusal.  The PL Capital Parties, and each of them, hereby grant an irrevocable Right of First Refusal to the Company to purchase the PL Capital Shares beneficially owned by any of the PL Capital Parties, that the PL Capital Parties intend to sell.  A “sale” shall not include any transfer from the PL Capital Parties to an Affiliate, and any such transfer shall not be subject to this Section 5.5; provided, however, such Affiliate shall be subject to the provisions of Section 5.3. Such Right of First Refusal shall be exercised in the following manner:  the PL Capital Party intending to sell any such shares shall provide notice to the Company of intent to sell together with the quantity of shares to be sold.  The Company shall have three (3) business days to give Notice (as defined herein) to such PL Capital Party of its intent to exercise its Right of First Refusal to acquire such shares.  If the Company gives timely Notice of its intent to exercise such Right of First Refusal with respect to such shares, then it shall have five (5) business days to tender the Exercise Price (as defined herein) for such shares to the selling PL Capital Party, and that PL Capital Party shall then convey title to such shares to the Company or its designee.  The Exercise Price shall be the higher of (i) the offer price provided in writing in a bona fide offer; or (ii) the volume-weighted average price as derived from Bloomberg for the five (5) trading days prior to the date such PL Capital Party gave notice of its intent to sell.  Failure of the Company to give timely Notice to such selling PL Capital Party will excuse the PL Capital Parties from any obligation with respect to those shares, but will not affect the Company’s Right of First Refusal with respect to any other shares beneficially owned by that or any other PL Capital Party, which were not the subject of the PL Capital Party's notice of its intent to sell shares.  If the Company decides to exercise its Right of First Refusal, it must buy 100% of the shares offered for sale by the PL Capital Party.

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ARTICLE VI

COVENANTS OF THE COMPANY

6.1           Reimbursement of Expenses.  The Company agrees to reimburse the PL Capital Parties for their out-of-pocket expenses incurred in connection with the PL Capital Parties’ 2010 Proxy Contest  in an amount equal to $150,000.  Such amount shall be payable by the Company within ten (10) business days following the date of this Agreement.

6.2           Board of Directors of Bank.  The Company and the Bank shall cause Mr. Palmer to be reelected to the Board of Directors of the Bank during the Standstill Period.

ARTICLE VII

GENERAL PROVISIONS

7.1           Non-Disparagement.  During the Standstill Period, neither the Company or the Bank and their respective officers, directors or Affiliates, on the one hand, nor any of the PL Capital Parties and their respective officers, directors or Affiliates, on the other hand, shall directly or indirectly make or issue or cause to be made or issued any disclosure, announcement, or statement (including without limitation the filing of any document or report with the SEC or any other governmental agency unless required by law or any disclosure to any journalist, member of the media, or securities analyst) concerning the other party or, with respect to the Company and the Bank, any of their respective past, present or future directors, director nominees, officers, members, employees, advisors or other affiliates, which disparages such other party or any of such other party’s respective past, present, or future directors, director nominees, officers, members, employees, advisors or other affiliates.

7.2           Fees and Expenses.  Except as contemplated by this Agreement, all costs and expenses incurred in connection with this Agreement and the consummation of the transactions contemplated hereby shall be paid by the party incurring such expenses.

7.3           Disclosure of Agreement.  The parties may disclose the Agreement through the Company’s filing with the SEC of a current report on Form 8-K attaching the Agreement, and the PL Capital Parties may file an amendment to their Schedule 13D amendment attaching this Agreement.  Except as required by applicable SEC rules and regulations or NASDAQ rules applicable to the Company, or any factually correct summary of the terms of the Agreement included in the aforementioned filings or any press release by the Company regarding the entering into and/or terms of the Agreement, the parties agree that during the Standstill Period there will be no other public comments by the parties regarding the Agreement.

7.4           Release of the Parties.  To the fullest extent permitted by law, the Company and the PL Capital Parties, on behalf of themselves, and on behalf of each of their directors, officers, members, employees, agents, representatives, affiliates, heirs, successors, assigns, executors and/or administrators  do hereby and forever release and discharge the other party and its directors, officers, members, employees, agents, representatives, affiliates and any successors or assigns thereof from any and all causes of action, actions, losses, claims, liabilities, rights, interests and demands of whatsoever kind or character (other than fraud) (collectively, “Claims”), known or unknown, whether or not heretofore brought before any state or federal court, which the releasing party may have against any released party by reason of any and all acts, omissions, events or facts occurring or existing prior to the date hereof arising from or related to the 2010 Proxy Contest other than any Claims arising out of or related to any obligations under, or breach of, this Agreement; provided, however, for purposes of clarification, this provision shall not be deemed to constitute a release of individual claims that may be brought by any director, officer, member, employee, agent or representative of the Company or PL Capital Parties, as applicable, that such individual may bring in his or her personal capacity.

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7.5           Severability.  If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.  It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such which may be hereafter declared invalid, void or unenforceable.

7.6           Entire Agreement; Term of Agreement.  This Agreement contains the entire understanding of the parties with respect to the transactions contemplated hereby.  This Agreement shall terminate and be of no further effect on the business day following the Termination Date; provided, however, the provisions of Sections 7.2 and 7.4 of this Agreement shall survive the termination of this Agreement.

7.7           Counterparts.  This Agreement may be executed in multiple counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more of the counterparts have been signed by each party and delivered to the other parties, it being understood that all parties need not sign the same counterpart.

7.8           Notices.  All notices, consents, requests, instructions, approvals and other communications hereunder shall be in writing and shall be deemed to have been duly given (a) if personally delivered; (b) if sent by telecopy or facsimile (except for legal process); or (c) if mailed by overnight or by first class, certified or registered mail, postage prepaid, return receipt requested, and properly addressed as follows:

  To the Company:

CFS Bancorp, Inc.

707 Ridge Road

Munster, Indiana  46321

Attn:  Thomas F. Prisby

Facsimile:  (219) 836-2950

with a copy to:

Daniel C. McKay, II, Esq.

  James W. Morrissey , Esq.

  Vedder Price P.C.

222 N. LaSalle St., Ste. 2600

Chicago, IL  60601

Facsimile:  (312) 609-5005

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  To the PL Capital Parties:

PL Capital, LLC

20 East Jefferson Avenue

Suite 22

Naperville, IL 60540

Attn:  John W. Palmer

Facsimile:  (630) 848-1342

  with a copy to:

Phillip M. Goldberg, Esq.

Foley & Lardner LLP

321 North Clark Street, Suite 2800

Chicago, Illinois 60610-4764

Facsimile:  (312) 832-4700

Such addresses may be changed, from time to time, by means of a notice given in the manner provided above.  Notice will conclusively be deemed to have been given when personally delivered (including, but not limited to, by messenger or courier); or if given by mail, on the third day after being sent by first class, certified or registered mail; or if given by Federal Express or other similar overnight service, on the date of delivery; or if given by telecopy or facsimile machine during normal business hours on a business day, when confirmation of transmission is indicated by the sender’s machine; or if given by telecopy or facsimile machine at any time other than during normal business hours on a business day, the first business day following when confirmation of transmission is indicated by the sender’s machine.  Notices, requests, demands and other communications delivered to legal counsel of any party hereto, whether or not such counsel shall consist of in-house or outside counsel, shall not constitute duly given notice to any party hereto.

7.9           Amendments; Waivers, etc.  No amendment, modification or discharge of this Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing and duly executed by the party against whom enforcement of the amendment, modification, discharge or waiver is sought.  Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the party granting such waiver in any other respect or at any other time.  Neither the waiver by any of the parties hereto of a breach of or a default under any of the provisions of this Agreement, nor the failure by any of the parties, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder, shall be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights or privileges hereunder.

7.10         Further Assurances.  The PL Capital Parties and the Company agree to take, or cause to be taken, all such further or other actions as shall reasonably be necessary to make effective and consummate the transactions contemplated by this Agreement.

7.11         Successors and Assigns.  All covenants and agreements contained herein shall bind and inure to the benefit of the parties hereto and their respective successors and assigns.

7.12        Governing Law.  This Agreement, and the rights of the parties hereunder, shall be governed by and construed in accordance with the laws of the State of Indiana without reference to its conflicts of laws rules.

7.13         Venue.  The parties hereby agree that all actions or proceedings arising directly or indirectly hereunder, whether instituted by the PL Capital Parties or the Company, shall be litigated in courts having situs within the State of Indiana, County of Lake, and each of the parties hereby expressly consents to the jurisdiction of any local, state or federal court located within said state and county, and consents that any service of process in such action or proceeding may be made by personal service upon the parties wherever such parties may be located, respectively, or by certified or registered mail directed to the parties at his/its last known address.  The parties hereby waive any objection based on forum non conveniens and any objection to venue of any action instituted hereunder.

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7.14           Third-Party Beneficiaries.  Unless otherwise specifically set forth in this Agreement, nothing contained in this Agreement will create any rights in, or be deemed to have been executed for the benefit of, any Person that is not a party hereto or a successor or permitted assignee of such party.

7.15           Remedies.  The parties acknowledge and agree that due to the nature of this Agreement, money damages would not be a sufficient remedy for any breach of this Agreement by any party hereto and that any aggrieved party hereto shall be entitled to seek specific performance, injunctive and/or other equitable relief as a remedy for any such breach.  Such remedy shall not be deemed to be the exclusive remedy for any breach of this Agreement, but shall be in addition to all other remedies available to an aggrieved party hereto at law or in equity.  The parties hereto hereby waive any requirement for the securing or posting of any bond in connection with such remedy and, if any action should be brought in equity to enforce any of the provisions of this Agreement, none of the parties shall raise the defense that there is an adequate remedy at law.

7.16           Waiver of Jury Trial.  EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OR ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

[Signature Pages Follow]

9

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first written above.

COMPANY:
CFS Bancorp, Inc.
By:	/s/ Thomas F. Prisby
Name:	Thomas F. Prisby
Title:	Chairman of the Board and
	Chief Executive Officer
BANK:
Citizens Financial Bank
By:	/s/ Thomas F. Prisby
Name:	Thomas F. Prisby
Title:	Chairman of the Board and
	Chief Executive Officer
PL CAPITAL PARTIES:
Financial Edge Fund, L.P.
By:	PL Capital, LLC, its General Partner
	By:	/s/ John W. Palmer
	Name:	John W. Palmer
	Title:	Managing Member
	By:	/s/ Richard J. Lashley
	Name:	Richard J. Lashley
	Title:	Managing Member

[Signature Page To Standstill Agreement]

Financial Edge-Strategic Fund, L.P.
By:  PL Capital, LLC, its General Partner
	By:	/s/ John W. Palmer
	Name:	John W. Palmer
	Title:	Managing Member
	By:	/s/ Richard J. Lashley
	Name:	Richard J. Lashley
	Title:	Managing Member
PL Capital/Focused Fund, L.P.
	By:  PL Capital, LLC, its General Partner
	By:	/s/ John W. Palmer
	Name:	John W. Palmer
	Title:	Managing Member
	By:	/s/ Richard J. Lashley
	Name:	Richard J. Lashley
	Title:	Managing Member
Goodbody/PL Capital, L.P.
	By:	Goodbody/PL Capital, LLC,
		its General Partner
	By:	/s/ John W. Palmer
	Name:	John W. Palmer
	Title:	Managing Member
	By:	/s/ Richard J. Lashley
	Name:	Richard J. Lashley
	Title:	Managing Member

[Signature Page To Standstill Agreement]

Goodbody/PL Capital, LLC
	By:	/s/ John W. Palmer
	Name:	John W. Palmer
	Title:	Managing Member
	By:	/s/ Richard J. Lashley
	Name:	Richard J. Lashley
	Title:	Managing Member
PL Capital Advisors, LLC
	By	/s/ John W. Palmer
	Name:	John W. Palmer
	Title:	Managing Member
	By:	/s/ Richard J. Lashley
	Name:	Richard J. Lashley
	Title:	Managing Member
PL Capital, LLC
	By	/s/ John W. Palmer
	Name:	John W. Palmer
	Title:	Managing Member
	By:	/s/ Richard J. Lashley
	Name:	Richard J. Lashley
	Title:	Managing Member
PL Capital Defined Benefit Pension Plan
	By:	/s/ John W. Palmer
	Name:	John W. Palmer
	Title:	Trustee
	By:	/s/ Richard J. Lashley
	Name:	Richard J. Lashley
	Title:	Trustee

[Signature Page To Standstill Agreement]

Red Rose Trading Estonia OU
	By:	/s/ Irving A. Smokler
	Name:	Irving A. Smokler
	Title:	Principal
Danielle Morgan Lashley 2010 Trust
	By:	/s/ Richard J. Lashley
	Name:	Richard J. Lashley
	Title:	Trustee

/s/ John W. Palmer

John W. Palmer

/s/ Richard J. Lashley

Richard J. Lashley

/s/ Beth Lashley

Beth Lashley

/s/ Robin Lashley

Robin Lashley

/s/ Irving A. Smokler

Irving A. Smokler

[Signature Page To Standstill Agreement]