<PAGE>
As filed with the Securities and Exchange Commission on May 17, 1996
Registration No. 33-_______
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
__________________
STANDARD FINANCIAL, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 36-3941870
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
__________________
800 BURR RIDGE PARKWAY
BURR RIDGE, ILLINOIS 60521
(Address of principal executive offices)
__________________
STANDARD FINANCIAL, INC. STOCK OPTION PLAN
(Full title of the plan)
__________________
RANDALL R. SCHWARTZ
VICE PRESIDENT AND GENERAL COUNSEL
STANDARD FINANCIAL, INC.
800 BURR RIDGE PARKWAY
BURR RIDGE, ILLINOIS 60521
(Name and address of agent for service)
(708) 986-4900
(Telephone number, including area code, of agent for service)
With copies to:
RICHARD A. SIRUS, ESQ.
BARACK, FERRAZZANO, KIRSCHBAUM & PERLMAN
333 WEST WACKER DRIVE, SUITE 2700
CHICAGO, ILLINOIS 60606
(312) 984-3100
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered(1)(2) per Share(2) Offering Price(2) Registration Fee(2)
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 Par Value 1,522,000 $15.125 $23,020,250 $7,939.00
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 416(a) under the Securities Act, this Registration
Statement also registers such indeterminate number of additional shares as
may be issuable under the Plan in connection with share splits, share
dividends or similar transactions.
(2) Estimated pursuant to Rule 457(h) under the Act solely for the purpose of
calculating the registration fee and based, in accordance with Rule 457(c),
upon the average of the high and low prices of the shares of the
Registrant's Common Stock as reported on the Nasdaq Stock Market on May 10,
1996.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participants in the Standard Financial, Inc. Stock
Option Plan (the "Plan") as specified by Rule 428(b)(1) promulgated by the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Securities Act").
Such document(s) are not being filed with the Commission, but constitute
(along with the documents incorporated by reference into the Registration
Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
I-1
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents previously or concurrently filed by Standard
Financial, Inc. (the "Company") with the Commission are hereby incorporated by
reference into this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the year
ended December 31, 1995 (File No. 0-24082), filed with the
Commission on April 1, 1996.
(b) All other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year
covered by the Form 10-K referred to in (a) above.
(c) The description of the Company's Common Stock, par value
$0.01 per share, contained in Item 1 of the Company's
Registration Statement on Form 8-A (File No. 0-24082),
originally filed with the Commission on May 9, 1994, and
all amendments or reports filed for the purpose of
updating such description.
All documents subsequently filed by the Company 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 securities
offered hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed incorporated by reference into this Registration
Statement and to be a part thereof from the date of the filing of such
documents. Any statement contained in the documents incorporated, or deemed to
be incorporated, by reference herein or therein shall be deemed to be modified
or superseded for purposes of this Registration Statement and the prospectus
which is a part hereof (the "Prospectus") to the extent that a statement
contained herein or therein or in any other subsequently filed document which
also is, or is deemed to be, incorporated by reference herein or therein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement and the Prospectus.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
In accordance with the General Corporation Law of the State of
Delaware (being Chapter 1 of Title 8 of the Delaware Code), Articles X and XI of
the Company's Certificate of Incorporation provide as follows:
ARTICLE X
INDEMNIFICATION
A. Each person who was or is made a party or is
threatened to be made a party to or otherwise involved in any
action, suit or proceeding, whether civil, criminal,
administrative or investigative (hereinafter a "proceeding"),
by reason of the fact that he or she is or was a Director or an
Officer of the Corporation or is or was serving at the request
of the Corporation as a Director, Officer, employee or agent of
another corporation or of a partnership, joint venture, trust
or other enterprise, including service with respect to any
II-1
<PAGE>
employee benefit plan (hereinafter an "indemnitee"), whether the
basis of such proceeding is alleged action in an official capacity
as a Director, Officer, employee or agent or in any other capacity
while serving as a Director, Officer, employee or agent shall be
indemnified and held harmless by the Corporation to the fullest
extent authorized by the Delaware General Corporation Law, as the
same exists or may hereafter be amended (but, in the case of any
such amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than such law
permitted the Corporation to provide prior to such amendment)
against all expense, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid
in settlement) reasonably incurred or suffered by such indemnitee in
connection therewith; provided, however, that, except as provided in
Section C hereof with respect to such proceedings to enforce rights
to indemnification, the Corporation shall indemnify any such
indemnitee in connection with a proceeding (or part thereof)
initiated by such indemnitee only if such proceeding (or part
thereof) was authorized by the Board of Directors of the
Corporation.
B. The right to indemnification conferred in Section A
of this Article X shall include the right to be paid by the
Corporation the expenses incurred in defending any such
proceeding in advance of its final disposition (hereinafter an
"advancement of expenses"); provided, however, that if the
Delaware General Corporation Law requires an advancement of
expenses incurred by an indemnitee in his or her capacity as a
Director or Officer (and not in any other capacity in which
service was or is rendered by such indemnitee, including,
without limitation, services to an employee benefit plan) shall
be made only upon delivery to the Corporation of an undertaking
(hereinafter an "undertaking"), by or on behalf of such
indemnitee, to repay all amounts so advanced if it shall
ultimately be determined by final judicial decision from which
there is no further right to appeal (hereinafter a "final
adjudication") that such indemnitee is not entitled to be
indemnified for such expenses under this Section or otherwise.
The rights to indemnification and to the advancement of
expenses conferred in Sections A and B of this Article X shall
be contract rights and such rights shall continue as to an
indemnitee who has ceased to be a Director, Officer, employee
or agent and shall inure to the benefit of the indemnitee's
heirs, executors and administrators.
C. If a claim under Sections A and B of this Article X
is not paid in full by the Corporation within sixty days after
a written claim has been received by the Corporation, except in
the case of a claim for an advancement of expenses, in which
case the applicable period shall be twenty days, the indemnitee
may at any time thereafter bring suit against the Corporation
to recover the unpaid amount of the claim. If successful in
whole or in part in any such suit, or in a suit brought by the
Corporation to recover an advancement of expenses pursuant to
the terms of an undertaking, the indemnitee shall be entitled
to be paid also the expenses of prosecuting or defending such
suit. In (i) any suit brought by the indemnitee to enforce a
right to indemnification hereunder (but not in a suit brought
by the indemnitee to enforce a right to an advancement of
expenses) it shall be a defense that, and (ii) in any suit by
the Corporation to recover an advancement of expenses pursuant
to the terms of an undertaking the Corporation shall be
entitled to recover such expenses upon a final adjudication
that, the indemnitee has not met any applicable standard for
indemnification set forth in the Delaware General Corporation
Law. Neither the failure of the Corporation (including its
Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the
commencement of such suit that indemnification of the
indemnitee is proper in the circumstances because the
indemnitee has met the applicable standard of conduct, set
forth in the Delaware General Corporation Law, nor an actual
determination by the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) that
the indemnitee has not met such applicable standard of conduct,
shall create a presumption that the indemnitee has not met the
applicable standard of conduct or, in the case of such a suit
brought by the indemnitee, be a defense to such suit. In any
suit brought by the indemnitee to enforce a right to
indemnification or to an advancement of expenses hereunder, or
by the Corporation to recover an advancement of expenses
hereunder, or by the Corporation to
II-2
<PAGE>
recover an advancement of expenses pursuant to the terms of an
undertaking, the burden of proving that the indemnitee is not
entitled to be indemnified, or to such advancement of expenses,
under this Article X or otherwise shall be on the Corporation.
D. The rights to indemnification and to the advancement
of expenses conferred in this Article X shall not be exclusive
of any other right which any person may have or hereafter
acquire under any statute, the Corporation's Certificate of
Incorporation, Bylaws, agreement, vote of stockholders or
Disinterested Directors or otherwise.
E. The Corporation may maintain insurance, at its
expense, to protect itself and any Director, Officer, employee
or agent of the Corporation or subsidiary or affiliate or
another corporation, partnership, joint venture, trust or other
enterprise against any expense, liability or loss, whether or
not the Corporation would have the power to indemnify such
person against such expense, liability or loss under the
Delaware General Corporation Law.
F. The Corporation may, to the extent authorized from
time to time by the Board of Directors, grant rights to
indemnification and to the advancement of expenses to any
employee or agent of the Corporation to the fullest extent of
the provisions of this Article X with respect to the
indemnification and advancement of expenses of Directors and
Officers of the Corporation.
ARTICLE XI
ELIMINATION OF DIRECTORS' LIABILITY
A Director of this Corporation shall not be personally
liable to the Corporation or its stockholders for monetary
damages for breach of fiduciary duty as a Director, except for
liability (i) for any breach of the Director's duty of loyalty
to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section
174 of the Delaware General Corporation Law, or (iv) for any
transaction from which the Director derived an improper
personal benefit. If the Delaware General Corporation Law is
amended to authorize corporation action further eliminating or
limiting the personal liability of Directors, then the
liability of a Director of the Corporation shall be eliminated
or limited to the fullest extent permitted by the Delaware
General Corporation Law, as so amended.
Any appeal or modification of the foregoing paragraph by
the stockholders of the Corporation shall not adversely
affect any right or protection of a Director of the
Corporation existing at the time of such repeal or
modification.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, the Company has been informed
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
II-3
<PAGE>
ITEM 8. EXHIBITS.
See the Exhibit Index following the signature page in this
Registration Statement, which Exhibit Index is incorporated herein by reference.
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 the Registration Statement
to include: (i) any prospectus required by Section 10(a)(3) of the
Securities Act; (ii) to reflect in the prospectus any facts or
events arising after the effective date of the Registration
Statement which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration
Statement; and (iii) 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 provisions (i) and
(ii) of this undertaking are inapplicable if the information to be
filed thereunder is contained in periodic reports filed by the
Company pursuant to Sections 13 or 15(d) of the Exchange Act and
incorporated by reference into the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, 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.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provision, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities 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
of expenses incurred or paid by a director, officer or controlling person 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 Securities Act and will be governed by the final
adjudication of such issue.
II-4
<PAGE>
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 Burr Ridge, State of Illinois, on May 16, 1996.
STANDARD FINANCIAL, INC.
By: /S/ David H. Mackiewich
-------------------------------------
David H. Mackiewich, Chairman of the
Board, President and Chief Executive
Officer
By: /s/ Thomas H. Ryan
-------------------------------------
Thomas M. Ryan, Executive Vice
President, Chief Financial Officer
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears
below constitutes and appoints David H. Mackiewich and Thomas M. Ryan, and each
of them, his true and lawful attorney-in-fact and agent, each with full power of
substitution and re-substitution, for the undersigned and in the undersigned's
name, place and stead, in any and all capacities to sign any or 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, granting unto said
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 in and about the
premises, as 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 any of them, or the undersigned's 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 each of the following persons in the
capacities indicated on the dates indicated below.
SIGNATURE TITLE
/s/ David H. Mackiewich Chairman of the Board, President and Chief
- --------------------------- Executive Officer
David H. Mackiewich
/s/ Thomas M. Ryan Executive Vice President, Chief Financial and
- ---------------------------- Operating Officer
Thomas M. Ryan (principal financial and accounting officer)
and Director
/s/ Stasys J. Baras Director
- ----------------------------
Stasys J. Baras
S-1
<PAGE>
Signature Title
- ---------- -----
/s/ John A. Brdecka Director
- --------------------------
John A. Brdecka
/s/ Fred V. Gwyer Director
- --------------------------
Fred V. Gwyer
/s/ George W. Lane Director
- ---------------------------
George W. Lane
/s/ Tomas A. Kisielius Director
- ----------------------------
Tomas A. Kisielius
/s/ Sharon Reese Dalenberg Director
- ----------------------------
Sharon Reese Dalenberg
Albert M. Petkus Director
- ----------------------------
Albert M. Petkus
S-2
<PAGE>
STANDARD FINANCIAL, INC.
EXHIBIT INDEX
TO
FORM S-8 REGISTRATION STATEMENT
<TABLE>
<CAPTION>
Incorporated
Exhibit Description Herein by Filed Sequential
No. Reference To Herewith Page No.
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
4.1 Certificate of Exhibit 3.1 to the Registration
Incorporation of Standard Statement on Form S-1 filed with
Financial, Inc. the Commission by Standard
Financial, Inc. on March 18,
1994, as amended (SEC File No.
33-76596)
4.2 Bylaws of Standard Exhibit 3.2 to the Registration
Financial, Inc. Statement on Form S-1 filed with
the Commission by Standard
Financial, Inc. on March 18,
1994, as amended (SEC File No.
33-76596)
4.3 Specimen Stock Exhibit 4.1 to the Registration
Certificate of Standard Statement on Form S-1 filed with
Financial, Inc. the Commission by Standard
Financial, Inc. on March 18,
1994, as amended (SEC File No.
33-76596)
5.1 Opinion of Barack, X
Ferrazzano, Kirschbaum
& Perlman
23.1 Consent of Ernst &
Young LLP X
23.2 Consent of Barack, Included in
Ferrazzano, Kirschbaum Exhibit 5.1
& Perlman
24.1 Power of Attorney Included on
Signature Page
to this
Registration
Statement
99.1 Standard Financial, Inc. X
Stock Option Plan
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
BARACK, FERRAZZANO, KIRSCHBAUM & PERLMAN
333 WEST WACKER DRIVE, SUITE 2700
CHICAGO, ILLINIOS 60606
TELEPHONE: (312) 984-3100
FAX: (312) 984-3150
May 17, 1996
Standard Financial, Inc.
800 Burr Ridge Parkway
Burr Ridge, Illinois 60521
Ladies and Gentlemen:
We have acted as special counsel to Standard Financial, Inc., a Delaware
corporation (the "Company"), in connection with the proposed offering of
1,522,000 shares of its common stock, $0.01 par value ("Common Shares"),
pursuant to the Standard Financial, Inc. Stock Option Plan (the "Offering") as
described in the Form S-8 Registration Statement to be filed with the Securities
and Exchange Commission (the "SEC") on or about May 17, 1996 (the "Registration
Statement"). Capitalized terms used, but not defined, herein shall have the
meanings given such terms in the Registration Statement. You have requested our
opinion concerning certain matters in connection with the Offering.
We have made such legal and factual investigation as we deemed necessary
for purposes of this opinion. In our investigation, we have assumed the
genuineness of all signatures, the proper execution of all documents submitted
to us as originals, the conformity to the original documents of all documents
submitted to us as copies and the authenticity of the originals of such copies.
In arriving at the opinions expressed below, we have reviewed and examined
the following documents:
a. the Certificate of Incorporation of the Company filed with the
Secretary of State of the State of Delaware on March 9, 1994, as
amended, and the Company's Bylaws;
b. the Registration Statement, including the prospectus constituting a
part thereof (the "Prospectus");
c. Resolutions of the board of directors of the Company (the "Board")
relating to the Offering; and
d. a form of share certificate representing the Common Shares approved by
the Board.
<PAGE>
Standard Financial, Inc.
May 15, 1996
Page 2
We call your attention to the fact that our firm only requires lawyers to
be qualified to practice law in the State of Illinois and, in rendering the
foregoing opinions, we express no opinion with respect to any laws relevant to
this opinion other than the Securities Act of 1933, as amended, and the rules
and regulations thereunder, the laws and regulations of the State of Illinois,
the General Corporation Law of the State of Delaware and United States federal
law.
Based upon the foregoing, but assuming no responsibility for the accuracy
or the completeness of the data supplied by the Company and subject to the
qualifications, assumptions and limitations set forth herein, it is our opinion
that:
1. The Company has been duly organized and is validly existing in good
standing under the laws of the State of Delaware and has due corporate authority
to carry on its business as it is presently conducted.
2. The Company is authorized to issue up to 25,000,000 Common Shares, of
which 16,697,441 Common Shares were issued and were outstanding as of April 30,
1996.
3. When the Registration Statement shall have been declared effective by
order of the SEC and the Common Shares to be sold thereunder shall have been
issued and sold upon the terms and conditions set forth in the Registration
Statement, then such Common Shares will be legally issued, fully paid and non-
assessable.
We express no opinion with respect to any specific legal issues other than
those explicitly addressed herein. We assume no obligation to advise you of any
change in the foregoing subsequent to the date of this letter (even though the
change may affect the legal conclusions stated in this letter).
We hereby consent (i) to be named in the Registration Statement, and in the
Prospectus, as attorneys who will pass upon the legality of the Common Shares to
be sold thereunder and (ii) to the filing of this opinion as an Exhibit to the
Registration Statement.
Sincerely,
BARACK, FERRAZZANO, KIRSCHBAUM & PERLMAN
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Standard Financial, Inc. Stock Option Plan of our report
dated January 26, 1996, with respect to the consolidated financial statements of
Standard Financial, Inc. incorporated by reference in its Annual Report (Form
10-K) for the year ended December 31, 1995, filed with the Securities and
Exchange Commission.
ERNST & YOUNG LLP
May 15, 1996
Chicago, Illinois
<PAGE>
STANDARD FINANCIAL, INC. STOCK OPTION PLAN
1. PURPOSE.
The purpose of the Standard Financial, Inc. Stock Option Plan (the
"Plan") is to advance the interests of the Company through providing select key
Employees of the Company and Affiliates with the opportunity to acquire Shares.
By encouraging such stock ownership, the Company seeks to attract, retain and
motivate the best available personnel for positions of substantial
responsibility and to provide additional incentive to key Employees of the
Company or any Affiliate to promote the success of the business.
2. DEFINITIONS.
As used herein, the following definitions shall apply.
(a) "Affiliate" shall mean any "parent corporation" or "subsidiary
corporation" of the Company, as such terms are defined in Section 424(e) and
(f), respectively, of the Code.
(b) "Agreement" shall mean an agreement entered into in accordance
with Section 5(c).
(c) "Awards" shall mean, collectively, grants of Options and SARs,
unless the context clearly indicates a different meaning.
(d) "Bank" shall mean Standard Federal Bank for savings.
(e) "Board" shall mean the Board of Directors of the Company.
(f) "Cause" shall have the meaning set forth in any unexpired
employment or severance agreement between the Participant and the Company and/or
an Affiliate (and, in the absence of any such agreement, shall mean termination
because of the Participant's personal dishonesty, incompetence, willful
misconduct, breach of fiduciary duty involving personal profit, intentional
failure to perform stated duties, willful violation of any law, rule or
regulation or final cease-and-desist order which results in a material loss to
the Company or an Affiliate).
(g) "Change in Control" shall mean:
(1) during any period of two consecutive years, individuals who
at the beginning of such period constitute the Board of Directors
of the Company or the Bank cease for any reason to constitute a
majority thereof, unless the election or nomination for election
of each new director was approved by a vote of at least two-
thirds of the board members then still in office who were board
members at the beginning of the period or who were similarly
nominated;
(2) a change in control of the Company or the Bank as described
in 12 C.F.R. Section 574.4(a) occurs;
<PAGE>
(3) the Board of Directors of the Company or the Bank adopts a
resolution to the effect that a Change in Control of the Company
or the Bank for purposes of this Plan has occurred;
(4) an event of a nature that the Company would be required to
report in response to item 1(a) of the current report on Form 8-K
as in effect on the date of this Plan, pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), occurs;
(5) any "person" (as such term is used in Sections 13(d) and
14(d) of the Exchange Act) is or becomes the "beneficial owner"
(as such term is defined in Rule 13d-3 of the Exchange Act),
directly or indirectly, of securities of the Company or the Bank
representing 20% or more of the Company's or the Bank's
outstanding securities except for any securities of the Bank
purchased by the Company in connection with the conversion of the
Bank to stock form, any securities purchased by the Bank's
employee stock ownership plan and trust and any person who
becomes a 20% beneficial owner solely as a result of stock
repurchases by the Company; or
(6) a plan of reorganization, merger, consolidation, sale or
liquidation of all or substantially all assets of the Company or
the Bank or a similar transaction occurs in which the Company or
the Bank is not the resulting entity.
(h) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(i) "Committee" shall mean the Committee appointed by the Board in
accordance with Section 5(a).
(j) "Common Stock" shall mean the common stock, par value $.01 per
share, of the Company.
(k) "Company" shall mean Standard Financial, Inc., a Delaware
corporation.
(l) "Continuous Service" shall mean continuous service without any
interruption or termination as an Employee of the Company or an Affiliate.
Continuous Service shall not be considered interrupted in the case of sick
leave, military leave or any other leave of absence approved by the Company or
Affiliate or in the case of transfers between payroll locations of the Company
or Affiliate or between the Company and an Affiliate or a successor.
(m) "Disinterested Person" shall mean any member of the Board who, at
the time discretion under the Plan is exercised, has not at any time within one
year prior thereto received grants or awards under the Plan or any other plan of
the Company or any of its affiliates (as that term is used in the Exchange Act)
except as provided in Rule 16b-3(c)(2)(i), and is not selected as a person to
whom stock may be allocated or to whom stock options or stock appreciation
rights may be granted pursuant to any other plan of the Company or any of its
affiliates (as that term is used in the Exchange Act) entitling the participants
therein to acquire stock, stock options or stock appreciation rights of the
Company or of any such affiliates except as provided in Rule 16b-3(c)(2)(i).
(n) "Effective Date" shall mean the effective date referred to in
Section 15.
(o) "Employee" shall mean any person employed by the Company or an
Affiliate.
<PAGE>
(p) "Exercise Price" shall mean the price per Optioned Share at which
an Option or SAR may be exercised.
(q) "ISO" means an option to purchase Common Stock which meets the
requirements set forth in the Plan and which is intended to be and is identified
as an "incentive stock option" within the meaning of Section 422 of the Code.
(r) "Market Value" shall mean the fair market value of the Common
Stock, as determined under Section 7(b).
(s) "Nonqualified Option" means an option to purchase Common Stock
which meets the requirements set forth in the Plan but which is not intended to
be and is not identified as an ISO.
(t) "Normal Retirement Age" shall mean attainment of age 65 and
completion of five years of service with the Company or any Affiliate.
(u) "Option" means an ISO and/or a Nonqualified Option.
(v) "Optioned Shares" shall mean Shares subject to an Option.
(w) "Participant" shall mean any person who receives an Award.
(x) "Permanent and Total Disability" means permanent and total
disability as defined in Section 22(e)(3) of the Code.
(y) "Plan" shall mean the Standard Financial Corporation Stock Option
Plan.
(z) "Rule 16b-3" shall mean Rule 16b-3 of the General Rules and
Regulations under the Exchange Act, as amended.
(aa) "Share" shall mean one share of Common Stock.
(bb) "SAR" means a right to receive the appreciation in value, or a
portion of the appreciation in value, of a specified number of Shares.
3. TERM.
The Plan shall remain in effect until the earlier of (i) termination
by the Board, or (ii) the distribution of all Shares subject to Awards;
provided, however, that in no event shall any Award be granted after ten years
from the Effective Date.
4. SHARES SUBJECT TO THE PLAN.
(a) GENERAL RULE. Except as otherwise required by Section 10, the aggregate
number of Shares deliverable pursuant to Awards under this Plan and any other
Company stock option plan established during the one year period following the
Bank's conversion from mutual to stock form shall not exceed 10% of the Shares
issued in such conversion (the "Awardable Shares"). In addition, no Employee
may be granted Awards in excess of 25% of the Awardable Shares. Such Shares may
either be authorized but unissued Shares or Shares held in treasury. If an
Award should expire, become unexercisable or be
<PAGE>
forfeited for any reason without having been exercised or becoming vested in
full, the Optioned Shares covered by the Award shall, unless the Plan shall have
been terminated, be available for the grant of additional Awards under the Plan.
(b) SPECIAL RULE FOR SARS. The number of Shares with respect to which an SAR
is granted, but not the number of Shares which the Company delivers or could
deliver to an Employee or individual upon exercise of an SAR, shall be charged
against the aggregate number of Shares remaining available under the Plan;
provided, however, that in the case of an SAR granted in conjunction with an
Option, under circumstances in which the exercise of the SAR results in
termination of the Option and vice versa, only the number of Shares subject to
the Option shall be charged against the aggregate number of Shares remaining
available under the Plan. The Shares involved in an Option as to which option
rights have terminated by reason of the exercise of a related SAR shall not be
available for the grant of further Options under the Plan.
5. ADMINISTRATION.
(a) COMPOSITION OF THE COMMITTEE. The Plan shall be administered by the
Committee, which shall consist of not less than three members of the Board who
are Disinterested Persons. Members of the Committee shall serve at the pleasure
of the Board. In the absence at any time of a duly appointed Committee, the Plan
shall be administered by those members of the Board who are Disinterested
Persons.
(b) POWERS OF THE COMMITTEE. Except as limited by the express provisions of
the Plan or by resolutions adopted by the Board, the Committee shall have sole
and complete authority and discretion (1) to select Participants and grant
Awards, (2) to determine the form and content of Awards to be issued in the form
of Agreements under the Plan, (3) to interpret the Plan, (4) to prescribe, amend
and rescind rules and regulations relating to the Plan, and (5) to make
determinations necessary or advisable for the administration of the Plan. The
Committee shall have and may exercise such other power and authority as may be
delegated to it by the Board from time to time. A majority of the entire
Committee shall constitute a quorum and the action of a majority of the members
present at any meeting at which a quorum is present, or acts approved in writing
by a majority of the Committee without a meeting, shall be deemed the action of
the Committee. Notwithstanding the foregoing, the Plan shall in all instances
be administered and interpreted to comply with the regulations of the Office of
Thrift Supervision, Department of the Treasury, and any successor thereto.
(c) AGREEMENT. Each Award shall be evidenced by an Agreement. Each Agreement
shall be in writing and shall contain such provisions as may be approved by the
Committee. Each Agreement shall constitute a binding contract between the
Corporation and the Participant, and every Participant, upon acceptance of an
Agreement, shall be bound by the terms and restrictions of the Plan and of such
Agreement. The terms of each Agreement shall be in accordance with the Plan, but
each Agreement may include such additional provisions and restrictions not
inconsistent with the terms of the Plan as may be determined by the Committee,
in its discretion. The Committee shall set forth in each Agreement, where
applicable, (i) the Exercise Price of the Award, (ii) the number of Shares
subject to, and the expiration date of, the Award, (iii) the manner, time and
rate (cumulative or otherwise) of exercise or vesting of such Award, and (iv) if
the Award is an Option, whether the Option is an ISO, a Nonqualified Option or a
combination of both.
<PAGE>
The Chairman of the Committee and such other officers as shall be
designated by the Committee are hereby authorized to execute Agreements on
behalf of the Company and to cause them to be delivered to Participants.
(d) EFFECT OF THE COMMITTEE'S DECISIONS. All decisions, determinations and
interpretations of the Committee shall be final and conclusive on all persons
affected thereby.
(e) INDEMNIFICATION. In addition to such other rights of indemnification as
they may have, the members of the Committee shall be indemnified by the Company
in connection with any claim, action, suit or proceeding relating to any action
taken or failure to act under or in connection with the Plan or any Award to the
full extent provided for under the Company's charter or bylaws with respect to
the indemnification of Directors.
6. GRANT OF OPTIONS.
(a) GENERAL RULE. The Committee may, in its sole discretion, grant ISOs,
Nonqualified Options, or a combination thereof to Employees.
(b) SPECIAL RULES FOR ISOS. The aggregate Market Value, as of the date the
ISO is granted, of the Shares with respect to which ISOs are exercisable for the
first time by an Employee during any calendar year (under all incentive stock
option plans, as defined in Section 422 of the Code, of the Company and any
present or future Affiliate) shall not exceed $100,000. Options granted in
excess of such limitation shall be Nonqualified Options.
7. EXERCISE PRICE FOR OPTIONS.
(a) LIMITS ON COMMITTEE DISCRETION. The Exercise Price as to any particular
Option granted under the Plan shall not be less than the Market Value of the
Optioned Shares on the date of grant. In the case of an Employee who owns Shares
representing more than ten percent of the Company's outstanding Shares at the
time an ISO is granted, the Exercise Price shall not be less than 110% of the
Market Value of the Optioned Shares at the time the ISO is granted.
(b) STANDARDS FOR DETERMINING EXERCISE PRICE. If the Common Stock is listed
on a national securities exchange (including the NASDAQ National Market System)
on the date in question, then the Market Value per Share shall be not less than
the average of the highest and lowest selling price on such exchange on such
date, or if there were no sales on such date, then the Exercise Price shall be
not less than the mean between the bid and asked price on such date. If the
Common Stock is traded otherwise than on a national securities exchange on the
date in question, then the Market Value per Share shall be not less than the
mean between the bid and asked price on such date, or, if there is no bid and
asked price on such date, then on the next prior business day on which there was
a bid and asked price. If no such bid and asked price is available, then the
Market Value per Share shall be its fair market value as determined by the
Committee, in its sole and absolute discretion.
8. EXERCISE OF OPTIONS.
(a) GENERALLY. An Option shall be exercisable at such times and under such
conditions as shall be permissible under the terms of the Plan and of the
Agreement granted to a Participant. Options granted in connection with the
Bank's conversion from mutual to stock form shall become exercisable at the rate
of 20% on the first anniversary of the date of grant and 20% annually thereafter
as long as the Participant
<PAGE>
remains an Employee. If a Participant ceases to be an Employee for any reason
except death, Permanent and Total Disability, or after attainment of Normal
Retirement Age, prior to the time his Option is 100% exercisable, the
Participant shall forfeit the portion of his Option which is not exercisable.
Upon a Participant's death, Permanent and Total Disability, or after attainment
of Normal Retirement Age, any portion of his Option not yet exercisable shall
become immediately exercisable.
(b) PROCEDURE FOR EXERCISE. A Participant may exercise Options, subject to
provisions relative to its termination and limitations on its exercise, only by
(1) written notice of intent to exercise the Option with respect to a specified
number of vested Shares, and (2) payment to the Company (contemporaneously with
delivery of such notice) in cash, in Common Stock, or a combination of cash and
Common Stock, of the amount of the Exercise Price for the number of Shares with
respect to which the Option is then being exercised. Each such notice (and
payment where required) shall be delivered, or mailed by prepaid registered or
certified mail, addressed to the Treasurer of the Company at the Company's
executive offices. Common Stock utilized in full or partial payment of the
Exercise Price for Options shall be valued at its Market Value at the date of
exercise. An Option may not be exercised for a fractional Share.
(c) PERIOD OF EXERCISABILITY. Except to the extent otherwise provided in the
terms of an Agreement, an ISO may be exercised by a Participant only while he is
an Employee and has maintained Continuous Service from the date of the grant of
the ISO, or within three months after termination of such Continuous Service
(but not later than the date on which the ISO would otherwise expire), except if
the Employee's Continuous Service terminates by reason of --
(1) Cause, then the Participant's rights to exercise such ISO shall expire
on the date of such termination of employment;
(2) death, then to the extent that the Participant would have been
entitled to exercise the ISO immediately prior to his death, such ISO of the
deceased Participant may be exercised within two years from the date of his
death (but not later than the date on which the ISO would otherwise expire) by
the personal representatives of his estate or person or persons to whom his
rights under such ISO shall have passed by will or by laws of descent and
distribution;
(3) Permanent and Total Disability then, to the extent that the
Participant would have been entitled to exercise the ISO immediately prior to
his Permanent and Total Disability, such ISO may be exercised within one year
from the date of such Permanent and Total Disability, but not later than the
date on which the ISO would otherwise expire.
Except to the extent otherwise provided in the terms of an Agreement, a
Nonqualified Option may be exercised by a Participant (or in the event of his
death, by the personal representatives of his estate or person or persons to
whom his rights under such option shall have passed by will or laws of descent
and distribution) only while he is an Employee and has maintained Continuous
Service from the date of the grant of the Nonqualified Option, or within one
year after termination of such Continuous Service (but no later than the date on
which the Option would otherwise expire), except if the Employee's Continuous
Service terminates for Cause, then the Participant's rights to exercise such
Nonqualified Option shall expire on the date of such termination of employment.
In the event of the death of a Participant who holds exercisable Options,
the Committee may, in its sole and absolute discretion, within 90 days after the
Participant's death, redeem such Options by paying to the personal
representatives of his estate or to the person or persons to whom his rights
under such Option shall have passed by will or by laws of descent and
distribution, an amount equal to the
<PAGE>
difference between (i) the Market Value, as of the date of the Participant's
death, of the Shares subject to such Options, and (ii) the Option Price of such
Options.
(d) EFFECT OF THE COMMITTEE'S DECISIONS. The Committee's determination whether
a Participant's Continuous Service has ceased and the effective date thereof
shall be final and conclusive on all persons affected thereby.
9. SARS.
(a) GRANT. The Committee may from time to time in its sole discretion grant
SARs to key Employees either in conjunction with, or independently of, any
Options granted under the Plan. An SAR granted in conjunction with an Option may
be an alternative right wherein the exercise of the Option terminates the SAR to
the extent of the number of shares with respect to which the SAR is exercised.
Alternatively, an SAR granted in conjunction with an Option may be an additional
right wherein both the SAR and the Option may be exercised. An SAR may not be
granted in conjunction with an ISO under circumstances in which the exercise of
the SAR affects the right to exercise the ISO or vice versa, unless the SAR, by
its terms, meets all of the following requirements:
(1) the SAR will expire no later than the ISO;
(2) the SAR may be for no more than the difference between the Exercise
Price of the ISO and the Market Value of the Shares subject to the ISO at the
time the SAR is exercised;
(3) the SAR is transferable only when the ISO is transferable, and under
the same conditions;
(4) the SAR may be exercised only when the ISO may be exercised; and
(5) the SAR may be exercised only when the Market Value of the Shares
subject to the ISO exceeds the Exercise Price of the ISO.
(b) EXERCISE PRICE. The Exercise Price as to any particular SAR shall not be
less than the Market Value of the Optioned Shares on the date of grant.
(c) TIMING OF EXERCISE. Any election by a Participant to exercise SARs shall
be made during the period beginning on the third business day following the
release for publication of quarterly or annual financial information and ending
on the 12th business day following such date. In no event, however, may an SAR
be exercised within the six-month period following the date of its grant.
The provisions of Section 8(c) regarding the period of exercisability of
Options shall determine the period of exercisability of SARs.
(d) EXERCISE OF SARS. An SAR granted hereunder shall be exercisable at such
times and under such conditions as shall be permissible under the terms of the
Plan and of the Agreement granted to a Participant, provided that an SAR may not
be exercised for a fractional Share. An SAR granted in connection with the
Bank's conversion from mutual to stock form shall become exercisable at the rate
of 20% on the first anniversary of the date of grant and 20% annually thereafter
as long as the Participant remains an Employee. If a Participant ceases to be
an Employee for any reason except death, Permanent and Total Disability, or
after attainment of Normal Retirement Age, prior to the time his SAR is 100%
exercisable, the Participant shall forfeit the portion of his SAR which is not
exercisable. Upon a
<PAGE>
Participant's death, Permanent and Total Disability, or after attainment of
Normal Retirement Age, any portion of his SAR not yet exercisable shall become
immediately exercisable. Upon exercise of any SAR, the Participant shall be
entitled to receive, without payment to the Company except for applicable
withholding taxes, an amount equal to the excess of (or, in the discretion of
the Committee if provided in the Agreement, a portion of) the excess of the then
aggregate Market Value of the number of Optioned Shares with respect to which
the Participant exercises the SAR, over the aggregate Exercise Price of such
number of Optioned Shares. This amount shall be payable by the Company, in the
discretion of the Committee, in cash or in Shares valued at the then Market
Value thereof, or any combination thereof.
(e) PROCEDURE FOR EXERCISING SARS. To the extent not inconsistent herewith,
the provisions of Section 8(b) as to the procedure for exercising Options shall
determine the procedure for exercising SARs.
10. EFFECT OF CHANGES IN COMMON STOCK.
(a) RECAPITALIZATIONS, STOCK SPLITS, ETC. The number and kind of shares
reserved for issuance under the Plan, and the number and kind of shares subject
to outstanding Awards and the Exercise Price thereof, shall be proportionately
adjusted by the Committee for any stock dividend or split, recapitalization,
merger, consolidation spinoff reorganization, combination or exchange of shares,
or other similar corporate change, or other increase or decrease in such shares
effected without receipt or payment of consideration by the Company.
(b) CORPORATE TRANSACTIONS. In the event of (i) the liquidation or dissolution
of the Company, (ii) a merger or consolidation in which the Company is not the
surviving entity, or (iii) the sale or disposition of all or substantially all
of the Company's assets (any of the foregoing to be referred to herein as a
"Transaction"), all outstanding Awards shall be surrendered. With respect to
each Award so surrendered, the Committee shall in its sole and absolute
discretion determine whether the holder of the surrendered Award shall receive--
(1) A modified or adjusted Award; or
(2) a cash payment (from the Company or the successor corporation), in an
amount equal to the Market Value of the Award on the date of the Transaction,
less the Exercise Price of the Award.
(c) SPECIAL RULE FOR ISOS. Any adjustment made pursuant to paragraphs (a) or
(b)(1) of this section shall be made in such a manner as not to constitute a
modification, within the meaning of Section 424(h) of the Code, of outstanding
ISOs.
(d) CONDITIONS AND RESTRICTIONS. If, by reason of any adjustment made
pursuant to this section, a Participant becomes entitled to new, additional, or
different shares of stock or securities, such new, additional, or different
shares of stock or securities shall thereupon be subject to all of the
conditions and restrictions which were applicable to the Shares pursuant to the
Award before the adjustment was made.
(e) OTHER ISSUANCES. Except as expressly provided in this section, the
issuance by the Company or an Affiliate of shares of stock of any class, or of
securities convertible into shares or stock of another class, for cash or
property or for labor or services either upon direct sale or upon the exercise
of rights or warrants to subscribe therefor, shall not affect, and no adjustment
shall be made with respect to, the number, class, or Exercise Price of Shares
then subject to Awards or reserved for issuance under the Plan.
11. CHANGE IN CONTROL.
<PAGE>
(a) GENERAL RULE. Notwithstanding the foregoing and any contrary provision of
any Award, for a period of 90 days beginning on the date of a Change in Control,
all Awards shall be immediately exercisable and fully vested. With respect to
Options, at the time of a Change in Control, the Participant shall be entitled
to receive cash in an amount equal to the excess of the Market Value of the
Common Stock subject to such Option over the Exercise Price of such Shares, in
exchange for the cancellation of such Options by the Participant.
(b) EXCEPTION TO GENERAL RULE. Notwithstanding paragraph (a) of this section,
in no event may an SAR be exercised, or an Option be cancelled in exchange for
cash, within the six-month period following the date of its grant.
12. AWARDS NOT TRANSFERABLE.
Awards may not be sold, pledged, assigned, hypothecated, transferred or
disposed of in any manner other than by will or by the laws of descent and
distribution.
13. TIME OF GRANTING AWARDS.
The date of grant of an Award shall, for all purposes, be the date on which
the Committee makes the determination of granting such Award. Notice of the
determination shall be given to each Participant to whom an Award is so granted
within a reasonable time after the date of such grant.
14. EFFECTIVE DATE.
The Plan shall become effective upon approval of the Plan by the
stockholders of the Company. No Award may be made prior to such time.
15. APPROVAL BY STOCKHOLDERS.
The Plan shall be submitted for approval by the affirmative vote of a
majority of the securities of the Company present, or represented, or entitled
to vote at a duly called annual or special meeting of the stockholders of the
Company, or any adjournment thereof, held no earlier than six months after
completion of the Bank's conversion from mutual to stock form but within 12
months of the effective date of such conversion.
16. MODIFICATION OF AWARDS.
At any time, and from time to time, the Board may authorize the Committee
to direct execution of an instrument providing for the modification of any
outstanding Award, provided no such modification shall confer on the holder of
an Award any right or benefit which could not be conferred on him by the grant
of a new Award at such time, or impair the Award, without the consent of the
holder of the Award.
17. AMENDMENT AND TERMINATION.
The Board may at any time and from time to time amend the terms of the Plan
and, with respect to any Shares at the time not subject to Awards, suspend or
terminate the Plan; provided that (i) any amendment of the Plan shall be
approved by stockholders to the extent that such stockholder approval is
necessary to comply with applicable provisions of the Code, rules promulgated
pursuant to Section 16 of
<PAGE>
the Exchange Act, applicable state law, or NASD or exchange listing
requirements, and (ii) no amendment may provide for an Exercise Price below
Market Value.
No amendment, suspension or termination of the Plan shall, without the
consent of any affected holders of an Award, alter or impair any rights or
obligations under any Award theretofore granted.
18. CONDITIONS UPON ISSUANCE OF SHARES.
(a) COMPLIANCE WITH SECURITIES LAWS. Shares of Common Stock shall not be
issued with respect to any Award unless the issuance and delivery of such Shares
shall comply with all relevant provisions of law, including, without limitation,
the Securities Act of 1933, as amended, the rules and regulations promulgated
thereunder, any applicable state securities law, and the requirements of any
stock exchange upon which the Shares may then be listed. The Plan is intended to
comply with Rule 16b-3, and any provision of the Plan which the Committee
determines in its sole and absolute discretion to be inconsistent with said
Rule shall, to the extent of such inconsistency, be inoperative and null and
void, and shall not affect the validity of the remaining provisions of the Plan.
(b) SPECIAL CIRCUMSTANCES. The inability of the Company to obtain approval
from any regulatory body or authority deemed by the Company's counsel to be
necessary to the lawful issuance and sale of any Shares hereunder shall relieve
the Company of any liability in respect of the nonissuance or sale of such
Shares. As a condition to the exercise of an Award, the Company may require the
person exercising the Award to make such representations and warranties as may
be necessary to assure the availability of an exemption from the registration
requirements of federal or state securities law.
(c) COMMITTEE DISCRETION. The Committee shall have the discretionary authority
to impose in Agreements such restrictions on Shares as it may deem appropriate
or desirable, including but not limited to the authority to impose a right of
first refusal.
19. RESERVATION OF SHARES.
The Company, during the term of the Plan, will reserve and keep available a
number of Shares sufficient to satisfy the requirements of the Plan.
20. WITHHOLDING TAX.
The Company's obligation to deliver Shares upon exercise of Awards shall be
subject to the Participant's satisfaction of all applicable federal, state and
local income and employment tax withholding obligations. The Committee, in its
discretion, may permit the Participants to satisfy the obligation, in whole or
in part, by irrevocably electing to have the Company withhold Shares, or to
deliver to the Company Shares that he already owns, having a value equal to the
amount required to be withheld. The value of Shares to be withheld, or delivered
to the Company, shall be based on the Market Value of the Shares on the date the
amount of tax to be withheld is to be determined. As an alternative, the Company
may retain, or sell without notice, a number of such Shares sufficient to cover
the amount required to be withheld.
21. NO EMPLOYMENT OR OTHER RIGHTS.
In no event shall an Employee's eligibility to participate or participation
in the Plan create or be deemed to create any legal or equitable right of the
Employee to continue service with the Company, the
<PAGE>
Bank, or any Affiliate. No Employee shall have a right to be granted an Award,
but an Employee who has been granted an Award may, if otherwise eligible, be
granted an additional Award or Awards.
22. GOVERNING LAW.
The Plan shall be governed by and construed in accordance with the laws of
the State of Illinois, except to the extent that federal law applies.
IN WITNESS WHEREOF, the Company has caused this Plan to be executed by its
duly authorized officer and the corporate seal to be affixed and duly attested
as of the day of , 1996.
STANDARD FINANCIAL, INC.
By:
---------------------------------------------
Its:
--------------------------------------------
Attest:
- -----------------------------
