**Exhibit
      4.0**




(FORM
      OF
      STOCK CERTIFICATE - FRONT SIDE)





NUMBER


SHARES








COMMON
      STOCK                    CUSIP





See
      reverse for certain definitions





CFS
      BANCORP, INC.





INCORPORATED
      UNDER THE LAWS OF DELAWARE








This
      certifies that





is
      the registered holder of





FULLY
      PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, PAR VALUE $.01 PER SHARE,
      0F





CFS
      Bancorp, Inc.,





Munster,
      Indiana (the "Corporation"), incorporated under the laws of the State of
      Delaware.





The
      shares evidenced by this
      Certificate are transferable only on the books of the Corporation by the holder
      hereof, in person or by a duly authorized attorney or legal representative,
      upon
      surrender of this Certificate properly endorsed. This Certificate and the shares
      represented hereby are subject to all the Provisions of the Articles
      of
      Incorporation and Bylaws of the Corporation and any and all amendments thereto.
      The shares represented by this certificate are not deposits or accounts and
      are
      not federally insured or guaranteed. This Certificate is not valid unless
      countersigned by the Transfer Agent.





IN
      WITNESS WHEREOF, the Corporation has
      caused this Certificate to be executed by the facsimile signatures of its duly
      authorized officers and has caused its facsimile seal to be affixed
      hereto.





Dated:




(SEAL)






/s/
            /s/Monica F.
              Sullivan
            Thomas F. PrisbyCorporate
              Secretary
            Chairman and Chief Executive Officer











(FORM
      OF
      STOCK CERTIFICATE - BACK SIDE)





The
      Corporation is authorized to issue
      more than one class of stock, including a class of preferred stock which may
      be
      issued in one or more series. The Corporation will furnish to any stockholder,
      upon written request and without charge, a full statement of the designations,
      preferences, limitations and relative rights of the shares of each class
      authorized to be issued and, with respect to the issuance of any preferred
      stock
      to be issued in series, the relative rights, preferences and limitations between
      the shares of each series so far as the rights, preferences and limitations
      have
      been fixed and determined and the authority of the Board of Directors to fix
      and
      determine the relative rights, preferences and limitations of subsequent
      series.


The Articles of Incorporation of the Corporation includes a provision which
      generally prohibits any person (including an individual, company or group acting
      in concert) from directly or indirectly offering to acquire or acquiring the
      beneficial ownership of more than 10% of any class of equity securities of
      the
      Corporation. In the event that stock is acquired in violation of this 10%
      limitation, the excess shares will no longer be counted in determining the
      total
      number of outstanding shares for purposes of any matter involving stockholder
      action and the Board of Directors of the Corporation may cause such excess
      shares to be transferred to an independent trustee for sale in the open market
      or otherwise, with the expenses of such sale to be paid out of the proceeds
      of
      the sale.


The Articles of Incorporation of the Corporation contains provisions
      that
      the affirmative vote of at least 80% of the Voting Shares (as defined) may
      be
      required to approve certain business combinations and other
      actions.




The
      following abbreviations, when used
      in the inscription on the face of this Certificate, shall be construed as though
      they were written out in full according to applicable laws or
      regulations:





TEN
      COM
      -- as tenants in common        UNIF
      GIFT MIN ACT
      _________Custodian ___________


(Cust)                            
          (Minor)





TEN
      ENT
      -- as tenants by the entireties            under
      Uniform Gifts
      to Minors





JT
      TEN --
      as joint tenants with right             Act


of
      survivorship and not as
      tenants                           (State)


in
      common




Additional
      abbreviations may also be used though not in the above list.





For
      value received, hereby
      sell, assign and transfer unto








PLEASE
      INSERT SOCIAL SECURITY OR OTHER


TAXPAYER
      IDENTIFYING NUMBER OF ASSIGNEE




/








(Please
                print or typewrite name and address including postal zip code of
                assignee)sharesof
              Common Stock represented by this Certificate, and do hereby irrevocably
              constitute and appointas Attorney,to transfer the said shares on the
              books
              of the within named Corporation, with full power of
              substitution.








DatedSignatureSignature







**NOTICE:**
      The signature(s) to this assignment must correspond with the name(s) as written
      upon the face of this Certificate in every particular, without alteration or
      enlargement, or any change whatever. The signature(s) should be guaranteed
      by an
      eligible guarantor institution (bank, stockbroker, savings and loan association
      or credit union) with membership in an approved signature medallion program,
      pursuant to S.E.C. Rule 17Ad-15.