<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               ------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                                CFS BANCORP, INC.
             (Exact name of registrant as specified in its charter)

             DELAWARE                                  35-2042093
  (State or other jurisdiction of         (I.R.S. Employer Identification No.)
   incorporation or organization)


                                 707 RIDGE ROAD
                             MUNSTER, INDIANA 46321
              (Address of Principal Executive Offices and Zip Code)

                    CFS BANCORP, INC. 2003 STOCK OPTION PLAN
                            (Full title of the plan)

                                THOMAS F. PRISBY
                CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
                                CFS BANCORP, INC.
                             MUNSTER, INDIANA 46321
                     (Name and address of agent for service)

                                 (219) 836-5500
          (Telephone number, including area code, of agent of service)

                                    COPY TO:

                             Timothy M. Harden, Esq.
                           Michael J. Messaglia, Esq.
                                Krieg DeVault LLP
                         One Indiana Square, Suite 2800
                           Indianapolis, Indiana 46204
                                 (317) 636-4341

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                          Proposed maximum    Proposed maximum
Title of securities      Amount to be      offering price    aggregate offering      Amount of
 to be registered     registered (1)(2)     per share (2)        price (2)        registration fee
 ----------------     -----------------   ----------------   ------------------   ----------------
<S>                   <C>                 <C>                <C>                  <C>
  Common Stock,
    par value
 $0.01 per share            600,000             $14.05          $8,430,000.00           $681.99
</TABLE>

(1) Pursuant to Rule 416(a), also registered hereunder is an indeterminate
number of shares of Common Stock issuable as a result of the adjustment
provisions of the CFS Bancorp, Inc. 2003 Stock Option Plan.

(2) With respect to the shares registered hereby, the offering price per share,
the aggregate offering price and the registration fee have been calculated in
accordance with Rule 457(c) and (h) under the Securities Act of 1933 on the
basis of the average high and low sale prices for the Company's Common Stock on
May 29, 2003, as quoted on the Nasdaq National Market ($14.05 per share).
<PAGE>
                                     PART I

                INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

ITEM 1. PLAN INFORMATION.

      The information required by Part I to be contained in this Item is omitted
from this Registration Statement in accordance with the Introductory Note to
Part I of Form S-8.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

      The information required by Part I to be contained in this Item is omitted
from this Registration Statement in accordance with the Introductory Note to
Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents previously filed by CFS Bancorp, Inc. (the
"Registrant") with the Securities and Exchange Commission (the "Commission") are
incorporated by reference into this Registration Statement and made a part
hereof:

      (a)   The Registrant's Annual Report on Form 10-K for the fiscal year
            ended December 31, 2002;

      (b)   All reports filed by the Registrant with the Commission pursuant to
            Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
            amended (the "Exchange Act"), since the end of the fiscal year
            covered by the Annual Report on Form 10-K referred to in (a) above;
            and

      (c)   The description of the Common Stock of the Company contained in
            "Description of Capital Stock of the Company" in the Prospectus
            included in CFS Bancorp, Inc.'s Registration Statement on Form S-1
            (File No. 333-48689).

      All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all shares of common
stock offered pursuant to this Registration Statement have been sold or which
registers all shares of common stock then remaining unsold, shall be deemed to
be incorporated by reference into this Registration Statement and to be made a
part hereof from the date of the filing of such documents. Any statement
contained in a document incorporated on deemed to be incorporated by reference
herein shall be deemed to be modified or superceded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
subsequently filed document which also is or is


                                       2
<PAGE>
deemed to be incorporated by reference herein modifies or supercedes such
statement. Any such statement so modified for superceded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Under Section 145 of the Delaware General Corporation Law, a corporation
may indemnify a director, officer, employee or agent of the corporation (or a
person who is or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise) against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by the person if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation and with
respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. In the case of an action brought by or in the right of
a corporation, the corporation may indemnify a director, officer, employee or
agent of the corporation (or a person who is or was serving at the request of
the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise) against
expenses (including attorneys' fees) actually and reasonably incurred by him if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, except that no indemnification
may be made in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to the
extent a court finds that, in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnify for such expenses as the
court shall deem proper.

      Article 10 of the Registrant's Certificate of Incorporation provides as
follows:

      Article 10. Indemnification. The Corporation shall indemnify its
directors, officers, employees, agents and former directors, officers, employees
and agents, and any other persons serving at the request of the corporation as a
director, officer, employee or agent of another corporation, association,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees, judgments, fines and amounts paid in settlement)
incurred in connection with any pending or threatened action, suit or proceeding
whether civil, criminal, administrative or investigative, with respect to which
such director, officer, employee, agent or other person is a party, or is
threatened to be made a party, to the full extent permitted by the General
Corporation Law of the State of Delaware, provided, however, that the
corporation shall not be liable for any amounts which may be due to any person
in connection with the settlement of any action, suit or proceeding effected
without its prior written consent or any action, suit or proceeding initiated by
any person seeking indemnification hereunder without its prior written consent.
The indemnification provided herein (1) shall not be deemed exclusive of any
other right to which any


                                       3
<PAGE>
person seeking indemnification may be entitled under any bylaw, agreement or
vote of stockholders or disinterested directors or otherwise, both as to action
in his or her official capacity and as to action in any other capacity, and (ii)
shall inure to the benefit of the heirs, executors and administrators of any
such person. The corporation shall have the power, but shall not be obligated,
to purchase and maintain insurance on behalf of any person or persons enumerated
above against any liability asserted against or incurred by them or any of them
arising out of their status as corporate directors, officers, employees, or
agents whether or not the corporation would have the power to indemnify them
against such liability under the provisions of this Article 10.

      Article VI of the Company's Bylaws provides as follows:

      6.1 Indemnification. The corporation shall provide indemnification to its
directors, officers, employees, agents and former directors, officers, employees
and agents and to others in accordance with the Corporations' Certificate of
Incorporation.

      6.2 Advancement of Expenses. Reasonable expenses (including attorneys'
fees) incurred by a director, officer or employee of the Corporation in
defending any civil, criminal, administrative or investigative action, suit or
proceeding described in Section 6.1 may be paid by the corporation in advance of
the final disposition of such action, suit or proceeding as authorized by the
Board of Directors only upon receipt of an undertaking by or on behalf of such
person to repay such amount if it shall ultimately be determined that the person
is not entitled to be indemnified by the corporation.

      6.3 Other Rights and Remedies. The indemnification and advancement of
expenses provide by, or granted pursuant to, this Article VI shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under the Corporation's Certificate of
Incorporation, any agreement, vote of stockholders or disinterested directors or
otherwise, both as to actions in their official capacity and as to actions in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer or employee and shall inure to the
benefit of the heirs, executors and administrators of such person.

      6.4 Insurance. Upon resolution passed by the Board of Directors, the
Corporation may purchase and maintain insurance on behalf of any person who is
or was a director, officer or employee of the Corporation, or is or was serving
at the request of the corporation as a director, officer or employee of another
corporation, partnership, joint venture, trust or other enterprise, against any
liability asserted against him or incurred by him in any such capacity or
arising out of his status as such, whether or not the Corporation would have the
power to indemnify him against such liability under the provisions of its
Certificate of Incorporation or this Article VI.

      6.5 Modification. The duties of the Corporation to indemnify and to
advance expenses to a director, officer or employee provided in this Article VI
shall be in the nature of a contract between the Corporation and each such
person, and on amendment or repeal of any provision of this Article VI shall
alter, to the detriment of such person, the right of such person to the advance
of expenses or indemnification related to a claim based on an act or failure to
act which took place prior to such amendment or repeal.


                                       4
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

      See Index to Exhibits.

ITEM 9. UNDERTAKINGS.

(a)   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, as amended (the "Securities Act");

            (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.
                  Notwithstanding the foregoing, 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% change in the maximum aggregate
                  offering price set forth in the "Calculation of Registration
                  Fee" table in the effective Registration Statement;

            (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;

      provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this
      section do not apply if the registration statement is on Form S-3, Form
      S-8 or Form F-3, and the information required to be included in a
      post-effective amendment by those paragraphs is contained in periodic
      reports filed with or furnished to the Commission by the Registrant
      pursuant to Section 13 or 15(d) or the Securities Exchange Act of 1934
      that are incorporated by reference in the Registration Statement.

            (2) That, for the purpose of determining 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.



                                       5
<PAGE>
            (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.

      (b) 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 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.

      (c) 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 Securities Act of 1933 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 an 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

                                      * * *





                                       6
<PAGE>
                                   SIGNATURES

      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 Munster, State of Indiana, on May 29, 2003.

                                          CFS BANCORP, INC.

                                          By:   /s/ Thomas F. Prisby
                                             ---------------------------
                                             Thomas F. Prisby
                                             Chairman of the Board and
                                             Chief Executive Officer


                                POWER OF ATTORNEY

      Each of the undersigned hereby appoints Thomas F. Prisby, as attorney and
agent for the undersigned, with full power of substitution, for and in the name,
place and stead of the undersigned, to sign and file with the Commission under
the Securities Act any and all amendments and exhibits to this Registration
Statement and any and all applications, instruments and other documents to be
filed with the Commission pertaining to the registration of the securities
covered hereby, with full power and authority to do and perform any and all acts
and things whatsoever requisite or desirable.

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated below as of May 29, 2003.


<TABLE>
<CAPTION>
Name                                                      Title
----                                                      -----
<S>                               <C>

  /s/ Thomas F. Prisby            Chairman of the Board and Chief Executive Officer
------------------------------    (Principal Executive Officer)
Thomas F. Prisby

  /s/ James W. Prisby             Vice Chairman of the Board and President
------------------------------
James W. Prisby

  /s/ John T. Stephens            Executive Vice President and Chief Financial Officer
------------------------------    (Principal Financial Officer and Principal Accounting Officer)
John T. Stephens

  /s/ Sally A. Abbott             Director
------------------------------
Sally A. Abbott

  /s/ Gregory W. Blaine           Director
------------------------------
Gregory W. Blaine

  /s/ Thomas J. Burns             Director
------------------------------
Thomas J. Burns

  /s/ Gene Diamond                Director
------------------------------
Gene Diamond

  /s/ Frank D. Lester             Director
------------------------------
Frank D. Lester

  /s/ Charles R. Webb             Director
------------------------------
Charles R. Webb
</TABLE>
<PAGE>
                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit Number                        Document
--------------                        --------
<S>               <C>

      4.1         Articles of Incorporation of the Registrant, filed as Exhibit
                  3.1 to the Registrant's Registration Statement on Form S-1
                  (Registration No. 333-48689), filed on March 31, 1998, and
                  incorporated herein by reference.

      4.2         By-Laws of the Registrant, filed as Exhibit 3.2 to the
                  Registrant's Registration Statement on Form S-1 (Registration
                  No. 333-48689), filed on March 31, 1998, and incorporated
                  herein by reference.

      4.3         CFS Bancorp, Inc. 2003 Stock Option Plan.

      5.1         Legal Opinion of Krieg DeVault LLP.

      23.1        Consent of Krieg DeVault LLP (included in opinion filed as
                  Exhibit 5.1 to this Registration Statement).

      23.2        Consent of Ernst & Young LLP.

      24.1        Power of Attorney (included on the signature page hereto).
</TABLE>
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{"company-data": {"conformed-name": "CFS BANCORP INC", "cik": "0001058438", "assigned-sic": "6035", "irs-number": "332042093", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-105687", "film-number": "03725203"}, "business-address": {"street1": "707 RIDGE ROAD", "city": "MUNSTER", "state": "IN", "zip": "46321", "phone": "2198365500"}, "mail-address": {"street1": "707 RIDGE ROAD", "city": "MUNSTER", "state": "IN", "zip": "46321"}}
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               ------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                CFS BANCORP, INC.
             (Exact name of registrant as specified in its charter)

             DELAWARE                                  35-2042093
  (State or other jurisdiction of         (I.R.S. Employer Identification No.)
   incorporation or organization)

                                 707 RIDGE ROAD
                             MUNSTER, INDIANA 46321
              (Address of Principal Executive Offices and Zip Code)

                    CFS BANCORP, INC. 2003 STOCK OPTION PLAN
                            (Full title of the plan)

                                THOMAS F. PRISBY
                CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
                                CFS BANCORP, INC.
                             MUNSTER, INDIANA 46321
                     (Name and address of agent for service)

                                 (219) 836-5500
          (Telephone number, including area code, of agent of service)

                                    COPY TO:

                             Timothy M. Harden, Esq.
                           Michael J. Messaglia, Esq.
                                Krieg DeVault LLP
                         One Indiana Square, Suite 2800
                           Indianapolis, Indiana 46204
                                 (317) 636-4341

                         CALCULATION OF REGISTRATION FEE
Proposed maximum    Proposed maximum
Title of securities      Amount to be      offering price    aggregate offering      Amount of
 to be registered     registered (1)(2)     per share (2)        price (2)        registration fee
 ----------------     -----------------   ----------------   ------------------   ----------------
Common Stock,
    par value
 $0.01 per share            600,000             $14.05          $8,430,000.00           $681.99
(1) Pursuant to Rule 416(a), also registered hereunder is an indeterminate
number of shares of Common Stock issuable as a result of the adjustment
provisions of the CFS Bancorp, Inc. 2003 Stock Option Plan.

(2) With respect to the shares registered hereby, the offering price per share,
the aggregate offering price and the registration fee have been calculated in
accordance with Rule 457(c) and (h) under the Securities Act of 1933 on the
basis of the average high and low sale prices for the Company's Common Stock on
May 29, 2003, as quoted on the Nasdaq National Market ($14.05 per share).
PART I

                INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

ITEM 1. PLAN INFORMATION.

      The information required by Part I to be contained in this Item is omitted
from this Registration Statement in accordance with the Introductory Note to
Part I of Form S-8.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

      The information required by Part I to be contained in this Item is omitted
from this Registration Statement in accordance with the Introductory Note to
Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents previously filed by CFS Bancorp, Inc. (the
"Registrant") with the Securities and Exchange Commission (the "Commission") are
incorporated by reference into this Registration Statement and made a part
hereof:

      (a)   The Registrant's Annual Report on Form 10-K for the fiscal year
            ended December 31, 2002;

      (b)   All reports filed by the Registrant with the Commission pursuant to
            Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
            amended (the "Exchange Act"), since the end of the fiscal year
            covered by the Annual Report on Form 10-K referred to in (a) above;
            and

      (c)   The description of the Common Stock of the Company contained in
            "Description of Capital Stock of the Company" in the Prospectus
            included in CFS Bancorp, Inc.'s Registration Statement on Form S-1
            (File No. 333-48689).

      All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all shares of common
stock offered pursuant to this Registration Statement have been sold or which
registers all shares of common stock then remaining unsold, shall be deemed to
be incorporated by reference into this Registration Statement and to be made a
part hereof from the date of the filing of such documents. Any statement
contained in a document incorporated on deemed to be incorporated by reference
herein shall be deemed to be modified or superceded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
subsequently filed document which also is or is

                                       2
deemed to be incorporated by reference herein modifies or supercedes such
statement. Any such statement so modified for superceded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Under Section 145 of the Delaware General Corporation Law, a corporation
may indemnify a director, officer, employee or agent of the corporation (or a
person who is or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise) against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by the person if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation and with
respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. In the case of an action brought by or in the right of
a corporation, the corporation may indemnify a director, officer, employee or
agent of the corporation (or a person who is or was serving at the request of
the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise) against
expenses (including attorneys' fees) actually and reasonably incurred by him if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, except that no indemnification
may be made in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to the
extent a court finds that, in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnify for such expenses as the
court shall deem proper.

      Article 10 of the Registrant's Certificate of Incorporation provides as
follows:

      Article 10. Indemnification. The Corporation shall indemnify its
directors, officers, employees, agents and former directors, officers, employees
and agents, and any other persons serving at the request of the corporation as a
director, officer, employee or agent of another corporation, association,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees, judgments, fines and amounts paid in settlement)
incurred in connection with any pending or threatened action, suit or proceeding
whether civil, criminal, administrative or investigative, with respect to which
such director, officer, employee, agent or other person is a party, or is
threatened to be made a party, to the full extent permitted by the General
Corporation Law of the State of Delaware, provided, however, that the
corporation shall not be liable for any amounts which may be due to any person
in connection with the settlement of any action, suit or proceeding effected
without its prior written consent or any action, suit or proceeding initiated by
any person seeking indemnification hereunder without its prior written consent.
The indemnification provided herein (1) shall not be deemed exclusive of any
other right to which any

                                       3
person seeking indemnification may be entitled under any bylaw, agreement or
vote of stockholders or disinterested directors or otherwise, both as to action
in his or her official capacity and as to action in any other capacity, and (ii)
shall inure to the benefit of the heirs, executors and administrators of any
such person. The corporation shall have the power, but shall not be obligated,
to purchase and maintain insurance on behalf of any person or persons enumerated
above against any liability asserted against or incurred by them or any of them
arising out of their status as corporate directors, officers, employees, or
agents whether or not the corporation would have the power to indemnify them
against such liability under the provisions of this Article 10.

      Article VI of the Company's Bylaws provides as follows:

      6.1 Indemnification. The corporation shall provide indemnification to its
directors, officers, employees, agents and former directors, officers, employees
and agents and to others in accordance with the Corporations' Certificate of
Incorporation.

      6.2 Advancement of Expenses. Reasonable expenses (including attorneys'
fees) incurred by a director, officer or employee of the Corporation in
defending any civil, criminal, administrative or investigative action, suit or
proceeding described in Section 6.1 may be paid by the corporation in advance of
the final disposition of such action, suit or proceeding as authorized by the
Board of Directors only upon receipt of an undertaking by or on behalf of such
person to repay such amount if it shall ultimately be determined that the person
is not entitled to be indemnified by the corporation.

      6.3 Other Rights and Remedies. The indemnification and advancement of
expenses provide by, or granted pursuant to, this Article VI shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under the Corporation's Certificate of
Incorporation, any agreement, vote of stockholders or disinterested directors or
otherwise, both as to actions in their official capacity and as to actions in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer or employee and shall inure to the
benefit of the heirs, executors and administrators of such person.

      6.4 Insurance. Upon resolution passed by the Board of Directors, the
Corporation may purchase and maintain insurance on behalf of any person who is
or was a director, officer or employee of the Corporation, or is or was serving
at the request of the corporation as a director, officer or employee of another
corporation, partnership, joint venture, trust or other enterprise, against any
liability asserted against him or incurred by him in any such capacity or
arising out of his status as such, whether or not the Corporation would have the
power to indemnify him against such liability under the provisions of its
Certificate of Incorporation or this Article VI.

      6.5 Modification. The duties of the Corporation to indemnify and to
advance expenses to a director, officer or employee provided in this Article VI
shall be in the nature of a contract between the Corporation and each such
person, and on amendment or repeal of any provision of this Article VI shall
alter, to the detriment of such person, the right of such person to the advance
of expenses or indemnification related to a claim based on an act or failure to
act which took place prior to such amendment or repeal.

                                       4
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

      See Index to Exhibits.

ITEM 9. UNDERTAKINGS.

(a)   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, as amended (the "Securities Act");

            (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.
                  Notwithstanding the foregoing, 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% change in the maximum aggregate
                  offering price set forth in the "Calculation of Registration
                  Fee" table in the effective Registration Statement;

            (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;

      provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this
      section do not apply if the registration statement is on Form S-3, Form
      S-8 or Form F-3, and the information required to be included in a
      post-effective amendment by those paragraphs is contained in periodic
      reports filed with or furnished to the Commission by the Registrant
      pursuant to Section 13 or 15(d) or the Securities Exchange Act of 1934
      that are incorporated by reference in the Registration Statement.

            (2) That, for the purpose of determining 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.

                                       5
(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.

      (b) 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 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.

      (c) 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 Securities Act of 1933 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 an 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

                                      * * *

                                       6
SIGNATURES

      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 Munster, State of Indiana, on May 29, 2003.

                                          CFS BANCORP, INC.

                                          By:   /s/ Thomas F. Prisby
                                             ---------------------------
                                             Thomas F. Prisby
                                             Chairman of the Board and
                                             Chief Executive Officer

                                POWER OF ATTORNEY

      Each of the undersigned hereby appoints Thomas F. Prisby, as attorney and
agent for the undersigned, with full power of substitution, for and in the name,
place and stead of the undersigned, to sign and file with the Commission under
the Securities Act any and all amendments and exhibits to this Registration
Statement and any and all applications, instruments and other documents to be
filed with the Commission pertaining to the registration of the securities
covered hereby, with full power and authority to do and perform any and all acts
and things whatsoever requisite or desirable.

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated below as of May 29, 2003.
Name                                                      Title
----                                                      -----
/s/ Thomas F. Prisby            Chairman of the Board and Chief Executive Officer
------------------------------    (Principal Executive Officer)
Thomas F. Prisby

  /s/ James W. Prisby             Vice Chairman of the Board and President
------------------------------
James W. Prisby

  /s/ John T. Stephens            Executive Vice President and Chief Financial Officer
------------------------------    (Principal Financial Officer and Principal Accounting Officer)
John T. Stephens

  /s/ Sally A. Abbott             Director
------------------------------
Sally A. Abbott

  /s/ Gregory W. Blaine           Director
------------------------------
Gregory W. Blaine

  /s/ Thomas J. Burns             Director
------------------------------
Thomas J. Burns

  /s/ Gene Diamond                Director
------------------------------
Gene Diamond

  /s/ Frank D. Lester             Director
------------------------------
Frank D. Lester

  /s/ Charles R. Webb             Director
------------------------------
Charles R. Webb
INDEX TO EXHIBITS
Exhibit Number                        Document
--------------                        --------
4.1         Articles of Incorporation of the Registrant, filed as Exhibit
                  3.1 to the Registrant's Registration Statement on Form S-1
                  (Registration No. 333-48689), filed on March 31, 1998, and
                  incorporated herein by reference.

      4.2         By-Laws of the Registrant, filed as Exhibit 3.2 to the
                  Registrant's Registration Statement on Form S-1 (Registration
                  No. 333-48689), filed on March 31, 1998, and incorporated
                  herein by reference.

      4.3         CFS Bancorp, Inc. 2003 Stock Option Plan.

      5.1         Legal Opinion of Krieg DeVault LLP.

      23.1        Consent of Krieg DeVault LLP (included in opinion filed as
                  Exhibit 5.1 to this Registration Statement).

      23.2        Consent of Ernst & Young LLP.

      24.1        Power of Attorney (included on the signature page hereto).