-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PF0/7Cg1udSvexrz5m2hqrr6ivSvELHSC52JFGXobfj06cY9KmAH5Wj1zpA263QP 6foadhwskJ1gHtXIQy0ajw== 0000895813-96-000060.txt : 19960823 0000895813-96-000060.hdr.sgml : 19960823 ACCESSION NUMBER: 0000895813-96-000060 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19960822 EFFECTIVENESS DATE: 19960910 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CSB FINANCIAL GROUP INC CENTRAL INDEX KEY: 0000940006 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 371336338 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-10621 FILM NUMBER: 96619116 BUSINESS ADDRESS: STREET 1: 200 S POPLAR ST STREET 2: PO BOX 469 CITY: CENTRALIA STATE: IL ZIP: 62801 BUSINESS PHONE: 6185321918 MAIL ADDRESS: STREET 1: 200 S POPLAR STREET 2: PO BOX 469 CITY: CENTRALIA STATE: IL ZIP: 62801 S-8 1 As filed with the Securities and Exchange Commission on August 22, 1996 REGISTRATION NO. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------------- CSB FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) DELAWARE 37-1336338 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 200 SOUTH POPLAR STREET CENTRALIA, ILLINOIS 62801 (Address of principal executive offices, including zip code) CSB FINANCIAL GROUP, INC. MANAGEMENT DEVELOPMENT AND RECOGNITION PLAN (Full title of the plan) K. GARY REYNOLDS PRESIDENT CSB FINANCIAL GROUP, INC. 200 SOUTH POPLAR STREET CENTRALIA, ILLINOIS 62801 (Name and address of agent for service) (618) 532-1918 (Telephone number, including area code, of agent for service) WITH A COPY TO: CHRISTOPHER J. ZINSKI SCHIFF HARDIN & WAITE 7200 SEARS TOWER CHICAGO, ILLINOIS 60606 (312) 258-5548 *---------------------------------*
CALCULATION OF REGISTRATION FEE Proposed Proposed Amount maximum maximum Title of Securities to be Registered to be offering price aggregate Amount of registered per share offering price registration fee (1) (1) (1) Common Stock, par value $.01 per share 41,400 $9.25 $382,950 $132.05
(1) ESTIMATED ON THE BASIS OF $9.25, THE AVERAGE OF THE BID AND THE ASKED PRICE AS QUOTED ON THE NASDAQ "SMALL-CAP" MARKET ON AUGUST 15, 1996, PURSUANT TO RULE 457(H). 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents, which have been filed by CSB Financial Group, Inc. (the "Registrant"), are incorporated herein by reference: (a) The Registrant's Annual Report on Form 10-KSB for the fiscal year ended September 30, 1995; (b) The Registrant's Quarterly Reports on Form 10-QSB for the quarters ended December 31, 1995 and March 31, 1996 and June 30, 1996, respectively; (c) The Registrant's Current Reports on Form 8-K dated January 24, 1996 and April 17, 1996; and (d) The description of the Registrant's Common Stock, par value $.01 per share, contained in the Registrant's Registration Statement on Form SB-2, filed with the Commission on March 1, 1995, as amended by Amendment No. 1 on Form SB-2, filed with the Commission on June 29, 1995 and Amendment No. 2 on Form SB-2, filed with the Commission on August 4, 1995. All documents subsequently filed by the Registrant and/or the Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed incorporated by reference herein and to be a part hereof from the date of filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Registrant is empowered by Section 145 of the Delaware General Corporation Law, subject to the procedures and limitations stated therein, to indemnify any person against expenses (including attorney's fees), judgments, fines and amount paid in settlement actually and reasonably incurred by him or her in the defense of any threatened, pending or completed action, suit or proceeding in which such person is made a party by reason of his or her being or having been a director, officer, employee or agent of the Registrant, or serving or having served at the request of the Registrant as a director, officer, employee or agent of another enterprise. The statute provides that this indemnification is not exclusive of other rights of indemnification to which a person may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. 3 The Certificate of Incorporation and Bylaws of the Registrant provide, subject to certain procedures and limitations stated therein, that the Registrant shall indemnify any person against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in the defense of any threatened, pending or completed action, suit or proceeding in which such person is made a party by reason of his or her being or having been a director or officer of the Registrant, or being or having been a director or officer of the Registrant and serving or having served at the request of the Registrant as a director, officer, employee or agent of another enterprise. The indemnification is not exclusive of other rights of indemnification to which a person may be entitled under any statute, bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. The Registrant maintains an insurance policy under which its officers and directors, and officers and directors of its subsidiary Centralia Savings Bank, are insured, within the limits and subject to the limitations of the policy, against certain losses arising from any claim or claims made against them in their respective capacities of directors or officers. The policy also provides for reimbursement to the Registrant for any indemnification of such officers and directors. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. The exhibits filed herewith or incorporated by reference herein are set forth in the Exhibit Index filed as part of this registration statement on page 7 hereof. ITEM 9. UNDERTAKINGS. The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post- effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; provided, however, that any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; 4 PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3, Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment 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. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (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) 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. 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 by 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 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. 5 SIGNATURES THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Centralia, State of Illinois, on August 8, 1996. CSB FINANCIAL GROUP, INC. (Registrant) By:/s/ K. GARY REYNOLDS ------------------------------------ K. Gary Reynolds President and Chief Executive Officer POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints K. Gary Reynolds, the true and lawful attorney-in-fact and agent of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE DATE --------- ----- ---- /s/ K. Gary Reynolds President, Chief Executive August 8, 1996 - ---------------------- Officer and Director K. Gary Reynolds (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) /s/ Wesley N. Breeze - ---------------------- Director August 19, 1996 Wesley N. Breeze 6 /s/ A. John Byrne Director August 8, 1996 - ---------------------- A. John Byrne /s/ Michael Donnewald Director August 8, 1996 - ---------------------- Michael Donnewald /s/ Larry M. Irvin - ---------------------- Director August 19, 1996 Larry M. Irvin /s/ W. Harold Monken Director August 8, 1996 - ---------------------- W. Harold Monken 7 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION PAGE NO. - ------- ----------- -------- 4 CSB Financial Group, Inc. Management Development and Recognition Plan. 5 Opinion of Schiff Hardin & Waite. 23.1 Consent of Larsson Woodyard & Henson LLP. 23.2 Consent of Schiff Hardin & Waite (contained in their opinion filed as Exhibit 5). 24 Powers of Attorney (contained on the signature pages hereto). EX-4 2 Exhibit 4 CSB FINANCIAL GROUP, INC. MANAGEMENT DEVELOPMENT AND RECOGNITION PLAN AND TRUST AGREEMENT 2 CSB FINANCIAL GROUP, INC. MANAGEMENT DEVELOPMENT AND RECOGNITION PLAN AND TRUST AGREEMENT ARTICLE I ESTABLISHMENT OF THE PLAN AND TRUST 1.01. CSB Financial Group, Inc. (the "Company") hereby establishes the Management Development and Recognition Plan (the "Plan") and Trust (the "Trust") upon the terms and conditions hereinafter stated in this Management Development and Recognition Plan and Trust Agreement (the "Agreement"). 1.02. The Trustees hereby accept this Trust and agree to hold the Trust assets existing on the date of this Agreement and all additions and accretions thereto upon the terms and conditions hereinafter stated. ARTICLE II PURPOSE OF THE PLAN 2.01. The purpose of the Plan is to retain personnel of experience and ability in key positions by providing such key employees with a proprietary interest in the Company as compensation for their contributions to the Company and its Subsidiaries and as an incentive to make such contributions in the future. ARTICLE III DEFINITIONS The following words and phrases, when used in this Plan with an initial capital letter, unless the context clearly indicates otherwise, shall have the meanings set forth below. Whenever appropriate, the masculine pronoun shall include the feminine pronoun and the singular shall include the plural. 3.01. "Bank" means Centralia Savings Bank, an Illinois state-chartered savings bank, and its successors and assigns. The Bank, with the consent of the Board, has agreed to participate in this Plan. 3.02. "Beneficiary" means the person or persons designated by a Recipient to receive any benefits payable under the Plan in the event of such Recipient's death. Such person or persons shall be designated in writing on forms provided for this purpose by the Committee and may be changed from time to time by similar written notice to the Committee. In the absence of a written designation, the Beneficiary shall be the Recipient's surviving spouse, if any, or if none, the Recipient's estate. 3.03. "Board" means the Board of Directors of the Company. 3 3.04. "Committee" means the Committee appointed by the Board pursuant to Article IV hereof. 3.05. "Common Stock" means shares of the common stock, $.01 par value per share, of the Company. 3.06. "Company" means CSB Financial Group, Inc., a Bank Holding Company registered under Section 3(a)(1) of the Bank Holding Company Act of 1956, as amended, that owns 100% of the Capital Stock of Centralia Savings Bank. 3.07. "Director" means a member of the Board of Directors of the Company or the Bank. 3.08. "Disability" means the permanent and total inability by reason of mental or physical infirmity, or both, of a Recipient to perform the work customarily assigned to him. A medical doctor selected or approved by the Board must advise the Committee that it is either not possible to determine when such Disability will terminate or that it appears probable that such Disability will be permanent during the remainder of the Recipient's lifetime. 3.09. "Effective Date" means the date shareholders of the Company approve the Plan. 3.10. "Employee" means any person who is currently employed by the Company, the Bank or a Subsidiary, including officers. 3.11. "Plan Shares" means shares of Common Stock held in the Trust and issued or issuable to a Recipient pursuant to the Plan. 3.12. "Plan Share Award" means a right granted under this Plan to earn Plan Shares. 3.13. "Recipient" means an Employee who receives a Plan Share Award under the Plan. 3.14. "Retirement" means retirement at the normal or early retirement date as set forth in the Centralia Savings Bank Employee Stock Ownership Plan. 3.15. "Subsidiary" means any other entity of which the Company is the direct or indirect beneficial owner of not less than fifty percent (50%) of all issued and outstanding equity interests. A Subsidiary may, with the consent of the Board, agree to participate in this Plan. 4 3.16. "Trustee" means those persons (normally members of the Committee) nominated by the Committee and approved by the Board pursuant to Sections 4.01 and 4.02 to hold legal title to the Plan assets for the purposes set forth herein. ARTICLE IV ADMINISTRATION OF THE PLAN 4.01. ROLE OF THE COMMITTEE. The Plan shall be administered and interpreted by the Committee, which shall have all of the powers allocated to it in this and other Sections of the Plan. Members of the Committee shall not be eligible to receive a discretionary Plan Share Award. The Committee shall have the power to interpret and construe the terms and provisions of the Plan or of any Plan Share Award granted hereunder, and all such interpretations and constructions by the Committee shall be final and binding. The Committee shall act by vote or written consent of a majority of its members. Subject to the express provisions and limitations of the Plan, the Committee may adopt such rules, regulations and procedures as it deems appropriate for the conduct of its affairs. The Committee shall report its actions and decisions with respect to the Plan to the Board at appropriate times, but in no event less than one time per calendar year. The Committee shall appoint one or more individuals (normally from among its members) to act as Trustees in accordance with the provisions of this Plan and Trust and the terms of Article VIII hereof. 4.02. ROLE OF THE BOARD. The members of the Committee and the Trustee or the Trustees shall be appointed or approved by the Board. The Board may, in its discretion, from time to time, remove members from or add members to the Committee and may remove, replace or add Trustees. The Board may not revoke any Plan Share Award already made. Members of the Board who are eligible for, or who have been granted, Plan Share Awards may not vote on any matters affecting the administration of the Plan or the grant of Plan Shares or Plan Share Awards (although such members may be counted in determining the existence of the quorum at any meeting of the Board during which actions with regard thereto are taken). 4.03. LIMITATION ON LIABILITY. No member of the Board or the Committee shall be liable for any determination made in good faith with respect to the Plan or any Plan Shares or Plan Share Awards it grants. If a member of the Board or the Committee is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of anything done or not done by him in such capacity under or with respect to the Plan, the Company and its Subsidiaries shall indemnify such member against expense (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such member in connection with such action, suit or proceeding if the member acted in good faith and in the manner he reasonably believed to be in the best interests of the Company and its Subsidiaries and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. 5 ARTICLE V CONTRIBUTIONS 5.01. AMOUNT AND TIMING OF CONTRIBUTIONS. The Board shall determine the amounts (or the method of computing the amounts) to be contributed by the Company and its Subsidiaries to the Trust established under this Plan. Such amounts shall be paid to the Trust at the time of contribution. No contributions by Employees or Recipients shall be permitted. 5.02. INVESTMENT OF TRUST ASSETS AFTER CONVERSION. The Trustee shall invest the Trust's assets exclusively in the Company's Common Stock PROVIDED, HOWEVER, that the Trust shall not purchase more than 4% of the total shares of Common Stock issued. Any earnings received with respect to Common Stock held by the Plan shall be held in an interest bearing account. Any earnings received with respect to Common Stock subject to a Plan Share Award shall be held in an interest bearing account on behalf of the individual Recipient. ARTICLE VI ELIGIBILITY AND ALLOCATIONS 6.01. ELIGIBILITY. Officers and key management Employees of the Company, the Bank and its Subsidiaries are eligible to receive Plan Share Awards. Non- employee Directors may receive Plan Share Awards only pursuant to Article X hereof. 6.02. ALLOCATIONS. The Committee shall determine which of the Employees referenced in 6.01 above will be granted Plan Share Awards and the number of Shares covered by each Award, PROVIDED, HOWEVER, that the number of Shares covered by such Awards may not exceed the number of shares purchased by the Trustee prior to the grant of such Awards, and PROVIDED FURTHER that in no event shall any Awards be made which will violate the Certificate of Incorporation or Bylaws of the Company, the Federal Stock Charter or Bylaws or Plan of Conversion of the Bank, or any applicable federal or state law or regulation. In the event Plan Shares are forfeited for any reason, the Committee may determine which of the Employees will be granted additional Plan Shares to be awarded from forfeited Plan Shares. In selecting those Employees to whom Plan Share Awards will be granted and the number of Shares covered by such Awards, the Committee shall consider the position and responsibilities of the eligible Employees, the value of their services to the Company and the Bank and its Subsidiaries, and any other factors the Committee may deem relevant, including the recommendations of the Chairman of the Board. 6.03. FORM OF ALLOCATION. As promptly as practicable after a determination is made pursuant to Section 6.02 that a Plan Share Award is to be issued, the Committee shall notify the Recipient in writing of the grant of the Award, the number of Plan Shares covered by the Award and the terms upon which the Plan Shares subject to the Award may be earned. The date on which the 6 Committee so notifies the Recipient shall be considered the date of grant of the Plan Share Award. The Committee shall maintain records as to all grants of Plan Share Awards under the Plan. 6.04. ALLOCATIONS NOT REQUIRED. Notwithstanding anything to the contrary in Sections 6.01 and 6.02, no Employee shall have any right or entitlement to receive a Plan Share Award hereunder, such Awards being at the total discretion of the Committee, nor shall the salaried Employees as a group have such a right. ARTICLE VII EARNING AND DISTRIBUTION OF PLAN SHARES VOTING RIGHTS 7.01. EARNING PLAN SHARES: FORFEITURES. Unless the Committee shall specifically state to the contrary at the time a Plan Share Award is granted, Plan Shares subject to an Award shall be earned by a Recipient in five equal annual installments over the first five years after the date of grant, if the Employee remains employed with the Company or a Subsidiary continuously throughout such period, PROVIDED, HOWEVER, that the Committee may provide for a less rapid earnings rate than that set forth herein for all Awards or for any given Award. If the employment of a Recipient is terminated prior to the fifth anniversary (or such later date as the Committee shall determine) of the date of grant of an Award for any reason (except as specifically provided in subsections (a) and (b) below), the Recipient shall forfeit the right to earn any shares subject to the Award which have not theretofore been earned. No fractional shares shall be issued. (a) EXCEPTION FOR TERMINATIONS DUE TO DEATH OR DISABILITY. Notwithstanding the general rule contained in this Section, Plan Shares subject to a Plan Share Award held by a Recipient whose employment with the Company or a Subsidiary terminates due to Death or Disability, or any part of such Award that has not theretofore been earned, shall be deemed earned as of the Recipient's last day of employment with the Company or a Subsidiary. (b) REVOCATION FOR MISCONDUCT. Notwithstanding anything herein to the contrary, the Board may, by resolution, immediately revoke, rescind and terminate any Plan Share Award, or portion thereof, previously awarded under this Plan, to the extent Plan Shares have not been delivered thereunder to the Recipient, whether or not yet earned, in the case of an Employee or Director who is discharged from the Company or a Subsidiary for cause (as hereinafter defined), or who is discovered after termination of employment to have engaged in conduct that would have justified termination for cause. "Cause" is defined as personal dishonesty, willful misconduct, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, or the willful violation of any law, rule or regulation (other than traffic violations or similar 7 offenses) which results in a material loss to the Company or its Subsidiaries, or final cease and desist order. 7.02. DISTRIBUTION OF PLAN SHARES. Plan Shares shall be distributed to the Recipient or his Beneficiary, as the case may be, as soon as is practicable after a Plan Share Award is made. All Plan Shares shall be distributed in the form of Common Stock. One share of Common Stock shall be given for each Plan Share earned and payable. 7.03. VOTING AND DIVIDEND RIGHTS. No Recipient shall have any voting or dividend rights or other rights of a stockholder with respect to any Plan Shares covered by a Plan Share Award prior to the time said Plan Shares are actually distributed to him. When cash dividends are paid with respect to Plan Shares allocated to a Recipient, such Recipient shall be entitled to receive an amount equal to such cash dividend. Stock dividends with respect to shares allocated to a Recipient shall be distributed when the Plan Shares with respect to which they are declared are so distributable. ARTICLE VIII TRUST 8.01. TRUST. The Trustees shall receive, hold, administer, invest and make distributions and disbursements from the Trust in accordance with the provisions of the Plan and Trust and the applicable directions, rules, regulations, procedures and policies established by the Committee pursuant to the Plan. 8.02. MANAGEMENT OF TRUST. It is the intent of this Plan and Trust that the Trustees shall have complete authority and discretion with respect to the management, control and investment of the Trust, and that the Trustee shall invest all assets of the Trust in Common Stock to the fullest extent practicable, except to the extent that the Trustees determined that the holding of monies in cash or cash equivalents is necessary to meet the obligations of the Trust. In performing their duties, the Trustees shall have the power to do all things and execute such instruments as may be deemed necessary or proper, including the following powers: (a) To invest up to 100% of all Trust assets in Common Stock of the Company without regard to any law now or hereafter in force limiting investments for trustees or other fiduciaries. The investment authorized herein may constitute the only investment of the Trust and Common Stock shall be newly issued shares, Treasury shares or shares purchased by the Plan in the open market. (b) To invest any Trust assets not otherwise invested in accordance with (a) above in such savings accounts, deposits and certificates of 8 deposit (including those issued by the Company or a Subsidiary), obligations of the United States government or its agencies or such other investments as shall be considered the equivalent of cash. (c) To sell, exchange or otherwise dispose of any property at any time held or acquired by the Trust. (d) To cause stocks, bonds or other securities to be registered in the name of a nominee, without the addition of words indicating that such security is an asset of the Trust (but accurate records shall be maintained showing that such security is an asset of the Trust). (e) To hold cash without interest in such amounts as may be, in the opinion of the Trustees, reasonable for the proper operation of the Plan and Trust. (f) To employ brokers, agents, custodians, consultants and accountants. (g) To hire counsel to render advice with respect to their rights, duties and obligations hereunder, and such other legal services or representations as they may deem desirable. (h) To hold funds and securities representing the amounts to be distributed, to a Recipient or his Beneficiary as a consequence of a dispute as to the disposition thereof, whether in a segregated account or held in common with other assets of the Trust. Notwithstanding anything herein contained to the contrary, the Trustees shall not be required to make any inventory, appraisal or settlement or report to any court, or to secure any order of court for the exercise of any power herein contained, or give bond. 8.03. RECORDS AND ACCOUNTS. The Trustees shall maintain accurate and detailed records and accounts of all transactions of the Trust, which shall be available at all reasonable times for inspection by any legally entitled person or entity to the extent required by applicable law, or any other person determined by the Committee. 8.04. EARNINGS. All earnings, gains and losses with respect to Trust assets shall be allocated, in accordance with a reasonable procedure adopted by the Committee, to bookkeeping accounts for Recipients or to the general account of the Trust, depending on the nature and allocation of the assets generating such earnings, gains and losses. In particular, any earnings on cash dividends received with respect to shares of Common Stock shall be allocated to accounts for Recipients, if such shares are the subject of outstanding Plan Share Awards, or, otherwise to a reserve established by the Plan. 9 8.05. EXPENSES. All costs and expenses incurred in the operation and administration of this Plan shall be borne by the Company and its Subsidiaries. 8.06. INDEMNIFICATION. The Company and its Subsidiaries shall indemnify, defend and hold the Trustees harmless against all claims, expenses and liabilities arising out of or related to the exercise of the Trustees' powers and the discharge of their duties hereunder, unless the same shall be due to their gross negligence or willful misconduct. ARTICLE IX MISCELLANEOUS 9.01. AMENDMENT AND TERMINATION OF PLAN. The Board may, by resolution, at any time, amend or terminate the Plan. The power to amend or terminate shall include the power to direct the Trustees to return to the Company or the Bank all or any part of the assets of the Trust, as well as shares of Common Stock and other assets subject to Plan Share Awards but not yet earned by the Employees to whom they are allocated. 9.02. NONTRANSFERABLE. Plan Share Awards and rights to Plan Shares shall not be transferable by a Recipient and, during the lifetime of the Recipient, Plan Shares may only be earned by and paid to the Recipient who was notified in writing of the Award by the Committee pursuant to Section 6.03. No Recipient or Beneficiary shall have any right in or claim to any assets of the Plan or Trust, nor shall the Company or any Subsidiary be subject to any claim for benefits hereunder. 9.03. EMPLOYMENT RIGHTS. Neither the Plan nor any grant of a Plan Share Award or Plan Shares hereunder nor any action taken by the Trustees, the Committee or the Board in connection with the Plan shall create any right on the part of any Employee to continue in the employ of the Company, the Bank or a Subsidiary. 9.04. GOVERNING LAW. The Plan and Trust shall be governed by the laws of the State of Illinois. 9.05. TERM OF PLAN. This Plan shall remain in effect until the earlier of: (1) termination by the Board of Directors; (2) the distribution to Recipients, Beneficiaries, the Company or the Bank of all assets of the Trust; or (3) 21 years from the Effective Date. Termination of the Plan shall not, unless expressly specified, affect any Plan Share Awards previously granted, and such Awards shall remain valid and in effect until they have been paid, or by their terms expire or are forfeited. 10 ARTICLE X OUTSIDE DIRECTOR AWARDS Each non-Employee Director on the Effective Date shall be granted a Plan Share Award equal to 2,070 shares, subject to availability, to vest in five equal annual installments beginning with the first anniversary of the Effective Date. IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officers and the corporate seal to be affixed and duly attested, all on this 4th day of October, 1995. CSB FINANCIAL GROUP, INC. By:/s/ K. Gary Reynolds ---------------------------------------- ATTEST: /s/ Joanne Ticknor - ------------------------------------------ Its Secretary IN WITNESS WHEREOF, the following members of the Committee execute this Agreement, in their individual capacities, as Trustees, accepting and binding themselves to undertake and perform the obligations and duties of the Trustees hereunder and consenting to the foregoing Plan and Trust Agreement. By:/s/ W. N. Breeze ---------------------------------------- (Member) By:/s/ W. Harold Monken ---------------------------------------- (Member) By:/s/ John Byrne ---------------------------------------- (Member) EX-5 3 Christopher J. Zinski (312) 258-5548 EXHIBIT 5 August 22, 1996 CSB Financial Group, Inc. 200 South Poplar Street Centralia, Illinois 62801 RE: CSB FINANCIAL GROUP, INC. -- REGISTRATION OF 41,400 SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE, ON FORM S-8 -------------------------------------------------------------- Ladies and Gentlemen: We have acted as special counsel to CSB Financial Group, Inc., a Delaware corporation (the "Company"), in connection with the Company's filing of a Registration Statement on Form S-8 (the "Registration Statement") relating to the offering and sale by the Company of 41,400 shares of Common Stock of the Company, $0.01 par value per share (the "Shares"), as more fully described in the Registration Statement, through the CSB Financial Group, Inc. Management Development and Recognition Plan and Trust Agreement. In this connection, we have examined such corporate records, certificates and other documents and have made such other factual and legal investigations as we have deemed necessary or appropriate for purposes of this opinion. Based upon the foregoing, we are of the opinion that the Shares have been duly authorized, and when issued for the consideration contemplated in the Registration Statement, will be legally issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, SCHIFF HARDIN & WAITE By: /s/ Christopher J. Zinski ----------------------------------- Christopher J. Zinski EX-23 4 LARSSON, WOODYARD & HENSON, LLP CERTIFIED PUBLIC ACCOUNTANTS 702 E. COURT STREET, P.O. BOX 426, PARIS, ILLINOIS 61944 TEL: (217) 465-6494, FAX: (217) 465-6499 EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated October 20, 1995 included in CSB Financial Group, Inc.'s Form 10-KSB for the year ended September 30, 1995 and to all references to our Firm included in this registration statement. /s/ Larsson Woodyard & Henson LLP LARRSON WOODYARD & HENSON LLP Paris, Illinois August 14, 1996 -----END PRIVACY-ENHANCED MESSAGE-----