Exhibit 10.5


                            CSB FINANCIAL GROUP, INC.
                     MANAGEMENT DEVELOPMENT AND RECOGNITION
                      PLAN AND TRUST AGREEMENT, AS AMENDED


                                    ARTICLE I
                       ESTABLISHMENT OF THE PLAN AND TRUST

         1.01. CSB Financial Group, Inc. (the "Company") hereby  establishes the
Management Development and Recognition Plan (the "Plan") and Trust (the "Trust")
upon the terms and conditions  hereinafter stated in this Management Development
and Recognition Plan and Trust Agreement (the "Agreement").

         1.02. The Trustees hereby accept this Trust and agree to hold the Trust
assets  existing on the date of this  Agreement and all additions and accretions
thereto upon the terms and conditions hereinafter stated.


                                   ARTICLE II
                               PURPOSE OF THE PLAN

         2.01. The purpose of the Plan is to retain  personnel of experience and
ability in key  positions by providing  such key  employees  with a  proprietary
interest in the Company as compensation  for their  contributions to the Company
and its  Subsidiaries  and as an  incentive  to make such  contributions  in the
future.


                                   ARTICLE III
                                   DEFINITIONS

         The following words and phrases, when used in this Plan with an initial
capital letter,  unless the context clearly indicates otherwise,  shall have the
meanings set forth below.  Whenever  appropriate,  the  masculine  pronoun shall
include the feminine pronoun and the singular shall include the plural.

         3.01. "Bank" means Centralia Savings Bank, an Illinois  state-chartered
savings bank, and its successors and assigns.  The Bank, with the consent of the
Board, has agreed to participate in this Plan.

         3.02.  "Beneficiary"  means  the  person  or  persons  designated  by a
Recipient  to receive any benefits  payable  under the Plan in the event of such
Recipient's  death.  Such person or persons  shall be  designated  in writing on
forms provided for this purpose by the Committee and may be changed from time to
time by similar  written  notice to the  Committee.  In the absence of a written
designation,  the Beneficiary shall be the Recipient's surviving spouse, if any,
or if none, the Recipient's estate.

         3.03.    "Board" means the Board of Directors of the Company.

         3.04.  "Committee" means the Committee  appointed by the Board pursuant
to Article IV hereof.

         3.05.  "Common Stock" means shares of the common stock,  $.01 par value
per share, of the Company.

         3.06. "Company" means CSB Financial Group, Inc., a Bank Holding Company
registered  under  Section  3(a)(1) of the Bank Holding  Company Act of 1956, as
amended, that owns 100% of the Capital Stock of Centralia Savings Bank.

         3.07.  "Director"  means a  member  of the  Board of  Directors  of the
Company or the Bank.

         3.08. "Disability" means the permanent and total inability by reason of
mental or  physical  infirmity,  or both,  of a  Recipient  to perform  the work
customarily  assigned to him. A medical doctor selected or approved by the Board
must advise the Committee  that it is either not possible to determine when such
Disability will terminate or that it appears  probable that such Disability will
be permanent during the remainder of the Recipient's lifetime.

         3.09.  "Effective  Date"  means the date  shareholders  of the  Company
approve the Plan.

         3.10.  "Employee"  means any person who is  currently  employed  by the
Company, the Bank or a Subsidiary, including officers.

         3.11.  "Plan Shares" means shares of Common Stock held in the Trust and
issued or issuable to a Recipient pursuant to the Plan.
<PAGE>



         3.12.  "Plan Share Award" means a right granted under this Plan to earn
Plan Shares.

         3.13.  "Recipient"  means an  Employee  or  Non-Employee  Director  who
receives a Plan Share Award under the Plan.

         3.14.  "Retirement"  means retirement at the normal or early retirement
date as set forth in the Centralia Savings Bank Employee Stock Ownership Plan.

         3.15.  "Subsidiary"  means any other entity of which the Company is the
direct or indirect  beneficial owner of not less than fifty percent (50%) of all
issued and outstanding  equity interests.  A Subsidiary may, with the consent of
the Board, agree to participate in this Plan.

         3.16. "Trustee" means those persons (normally members of the Committee)
nominated by the Committee  and approved by the Board  pursuant to Sections 4.01
and 4.02 to hold  legal  title to the Plan  assets  for the  purposes  set forth
herein.


                                   ARTICLE IV
                           ADMINISTRATION OF THE PLAN

         4.01.  Role of the  Committee.  The  Plan  shall  be  administered  and
interpreted  by the  Committee,  which  shall be  appointed  by the  Board.  The
Committee  shall be  comprised  of two (2) or more  members of the Board who are
"non-employee  directors"  within the meaning of Rule 16b-3 under the Securities
Exchange Act of 1934. The Committee shall have all of the powers allocated to it
in this and other  Sections of the Plan.  The Committee  shall have the power to
interpret and construe the terms and provisions of the Plan or of any Plan Share
Award granted hereunder,  and all such  interpretations and constructions by the
Committee  shall be final and binding.  The Committee,  in its sole  discretion,
shall determine the Employees and Directors of the Company and its  Subsidiaries
to whom,  and the time or times at which Plan Share Awards will be granted,  the
number of Plan Share Awards,  the expiration date of each Plan Share Award,  the
cancellation  of the Plan Share Award  (with the consent of the holder  thereof)
and the other terms and  conditions  of the grant of the Plan Share  Award.  The
terms and  conditions of the Plan Share Awards need not be the same with respect
to each Recipient or with respect to each Plan Share Award.

                  The  Committee  shall  act by vote  or  written  consent  of a
majority of its members.  Subject to the express  provisions and  limitations of
the Plan, the Committee may adopt such rules,  regulations  and procedures as it
deems appropriate for the conduct of its affairs. The Committee shall report its
actions  and  decisions  with  respect  to the Plan to the Board at  appropriate
times, but in no event less than one time per calendar year. The Committee shall
appoint  one or more  individuals  (normally  from among its  members) to act as
Trustees in accordance  with the provisions of this Plan and Trust and the terms
of Article VIII hereof.

         4.02.  Role of the Board.  The members of the Committee and the Trustee
or the Trustees  shall be appointed or approved by the Board.  The Board may, in
its  discretion,  from time to time,  remove  members from or add members to the
Committee and may remove,  replace or add Trustees. The Board may not revoke any
Plan Share Award already made without the consent of the Recipient.

         4.03. Limitation on Liability.  No member of the Board or the Committee
shall be liable for any  determination  made in good  faith with  respect to the
Plan or any Plan Shares or Plan Share Awards it grants. If a member of the Board
or  the  Committee  is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative  or  investigative,  by reason of anything done or not
done by him in such capacity  under or with respect to the Plan, the Company and
its  Subsidiaries   shall  indemnify  such  member  against  expense  (including
attorney's fees),  judgments,  fines and amounts paid in settlement actually and
reasonably  incurred  by such member in  connection  with such  action,  suit or
proceeding  if the member  acted in good  faith and in the manner he  reasonably
believed to be in the best  interests of the Company and its  Subsidiaries  and,
with respect to any criminal  action or proceeding,  had no reasonable  cause to
believe his conduct was unlawful.
<PAGE>


                                    ARTICLE V
                                  CONTRIBUTIONS

         5.01. Amount and Timing of Contributions. The Board shall determine the
amounts  (or the method of  computing  the  amounts)  to be  contributed  by the
Company and its  Subsidiaries  to the Trust  established  under this Plan.  Such
amounts shall be paid to the Trust at the time of contribution. No contributions
by Employees or Recipients shall be permitted.

         5.02.  Investment of Trust Assets After  Conversion.  The Trustee shall
invest the Trust's assets  exclusively in the Company's  Common Stock  provided,
however,  that the Trust shall not purchase  more than 4% of the total shares of
Common Stock issued until after  October 5, 1996.  After such date,  the Trustee
may  purchase  in the  aggregate  no more than 6% of the total  shares of Common
Stock  issued.  Any earnings  received  with respect to Common Stock held by the
Plan shall be held in an interest  bearing account.  Any earnings  received with
respect  to Common  Stock  subject  to a Plan  Share  Award  shall be held in an
interest bearing account on behalf of the individual Recipient.


                                   ARTICLE VI
                           ELIGIBILITY AND ALLOCATIONS

         6.01.  Eligibility.  Officers  and  key  management  Employees  of  the
Company,  the Bank and its  Subsidiaries  are  eligible  to  receive  Plan Share
Awards.  Non-employee  Directors also may receive Plan Share Awards  pursuant to
Article X hereof and  discretionary  grants made by the  Committee  from time to
time.

         6.02.  Allocations.  The number of Shares  covered by Plan Share Awards
may not exceed the number of shares  purchased by the Trustee prior to the grant
of such Awards,  and provided  further that in no event shall any Awards be made
which will violate the  Certificate of  Incorporation  or Bylaws of the Company,
the Articles of  Incorporation  or Bylaws or Plan of  Conversion of the Bank, or
any applicable federal or state law or regulation.  In the event Plan Shares are
forfeited for any reason,  the  Committee  may determine  which of the Employees
will be granted additional Plan Shares to be awarded from forfeited Plan Shares.
In selecting  those  Employees to whom Plan Share Awards will be granted and the
number of Shares  covered by such  Awards,  the  Committee  shall  consider  the
position  and  responsibilities  of the eligible  Employees,  the value of their
services to the Company and the Bank and its Subsidiaries, and any other factors
the Committee may deem relevant,  including the  recommendations of the Chairman
of the Board.

         6.03.  Form  of  Allocation.   As  promptly  as  practicable   after  a
determination  is made pursuant to Section 6.02 that a Plan Share Award is to be
issued,  the Committee shall notify the Recipient in writing of the grant of the
Award,  the number of Plan Shares  covered by the Award and the terms upon which
the Plan  Shares  subject  to the  Award  may be  earned.  The date on which the
Committee so notifies the Recipient shall be considered the date of grant of the
Plan Share Award.  The Committee shall maintain records as to all grants of Plan
Share Awards under the Plan.

         6.04.  Allocations  Not  Required.   Notwithstanding  anything  to  the
contrary in Sections 6.01 and 6.02, no Employee or Director shall have any right
or entitlement to receive a Plan Share Award hereunder, such Awards being at the
total discretion of the Committee,  nor shall the salaried  Employees as a group
have such a right.


                                   ARTICLE VII
                     EARNING AND DISTRIBUTION OF PLAN SHARES
                                  VOTING RIGHTS

         7.01.  Earning Plan Shares:  Forfeitures.  Unless the  Committee  shall
specifically  state to the  contrary  at the time a Plan Share Award is granted,
Plan Shares  subject to an Award  shall be earned by a  Recipient  in five equal
annual  installments  over the first five years after the date of grant,  if the
Employee  remains  employed  with  the  Company  or  a  Subsidiary  continuously
throughout such period, provided,  however, that the Committee may provide for a
less rapid  earnings  rate than that set forth  herein for all Awards or for any
given Award.  If the employment of a Recipient is terminated  prior to the fifth
anniversary (or such later date as the Committee shall determine) of the date of
grant of an Award for any reason (except as specifically provided in subsections
(a) and (b) below),  the  Recipient  shall  forfeit the right to earn any shares
subject to the Award  which have not  theretofore  been  earned.  No  fractional
shares shall be issued.
<PAGE>

                  (a) Exception  for  Terminations  Due to Death or  Disability.
         Notwithstanding the general rule contained in this Section, Plan Shares
         subject to a Plan Share Award held by a Recipient whose employment with
         the Company or a Subsidiary  terminates due to Death or Disability,  or
         any part of such Award that has not theretofore  been earned,  shall be
         deemed earned as of the  Recipient's  last day of  employment  with the
         Company or a Subsidiary.

                  (b) Revocation for Misconduct. Notwithstanding anything herein
         to the  contrary,  the Board may, by  resolution,  immediately  revoke,
         rescind  and  terminate  any Plan  Share  Award,  or  portion  thereof,
         previously  awarded under this Plan, to the extent Plan Shares have not
         been delivered thereunder to the Recipient,  whether or not yet earned,
         in the case of an  Employee  or  Director  who is  discharged  from the
         Company or a Subsidiary for cause (as hereinafter  defined),  or who is
         discovered  after  termination of employment to have engaged in conduct
         that would have justified  termination for cause. "Cause" is defined as
         personal dishonesty,  willful misconduct,  any breach of fiduciary duty
         involving  personal  profit,  intentional  failure  to  perform  stated
         duties,  or the willful violation of any law, rule or regulation (other
         than  traffic  violations  or  similar  offenses)  which  results  in a
         material  loss to the Company or its  Subsidiaries,  or final cease and
         desist order.

         7.02.  Distribution of Plan Shares. Plan Shares shall be distributed to
the Recipient or his Beneficiary,  as the case may be, as soon as is practicable
after a Plan Share Award is made.  All Plan Shares shall be  distributed  in the
form of Common  Stock.  One share of Common  Stock  shall be given for each Plan
Share earned and payable.

         7.03. Voting and Dividend Rights. No Recipient shall have any voting or
dividend rights or other rights of a stockholder with respect to any Plan Shares
covered by a Plan Share Award  prior to the time said Plan  Shares are  actually
distributed  to him.  When cash  dividends  are paid with respect to Plan Shares
allocated to a Recipient,  such Recipient shall be entitled to receive an amount
equal to such cash dividend. Stock dividends with respect to shares allocated to
a Recipient shall be distributed when the Plan Shares with respect to which they
are declared are so distributable.


                                  ARTICLE VIII
                                      TRUST

         8.01. Trust. The Trustees shall receive, hold,  administer,  invest and
make  distributions  and  disbursements  from the Trust in  accordance  with the
provisions  of  the  Plan  and  Trust  and  the  applicable  directions,  rules,
regulations,  procedures and policies  established by the Committee  pursuant to
the Plan.

         8.02. Management of Trust. It is the intent of this Plan and Trust that
the Trustees shall have complete  authority and  discretion  with respect to the
management,  control and  investment  of the Trust,  and that the Trustee  shall
invest  all  assets  of  the  Trust  in  Common  Stock  to  the  fullest  extent
practicable,  except to the extent that the Trustees determined that the holding
of monies in cash or cash  equivalents  is necessary to meet the  obligations of
the Trust. In performing  their duties,  the Trustees shall have the power to do
all things and execute such  instruments  as may be deemed  necessary or proper,
including the following powers:

                  (a) To invest up to 100% of all Trust  assets in Common  Stock
         of the  Company  without  regard to any law now or  hereafter  in force
         limiting investments for trustees or other fiduciaries.  The investment
         authorized  herein may constitute the only  investment of the Trust and
         Common Stock shall be newly issued  shares,  Treasury  shares or shares
         purchased by the Plan in the open market.

                  (b) To invest  any Trust  assets  not  otherwise  invested  in
         accordance  with  (a)  above in such  savings  accounts,  deposits  and
         certificates  of deposit  (including  those  issued by the Company or a
         Subsidiary),  obligations  of  the  United  States  government  or  its
         agencies  or  such  other   investments  as  shall  be  considered  the
         equivalent of cash.

                  (c) To sell,  exchange or otherwise dispose of any property at
         any time held or acquired by the Trust.
<PAGE>


                  (d)  To  cause  stocks,   bonds  or  other  securities  to  be
         registered  in the name of a nominee,  without  the  addition  of words
         indicating  that such  security is an asset of the Trust (but  accurate
         records shall be  maintained  showing that such security is an asset of
         the Trust).

                  (e) To hold cash  without  interest in such amounts as may be,
         in the opinion of the Trustees,  reasonable for the proper operation of
         the Plan and Trust.

                  (f) To employ  brokers,  agents,  custodians,  consultants and
         accountants.

                  (g) To hire  counsel to render  advice  with  respect to their
         rights, duties and obligations hereunder, and such other legal services
         or representations as they may deem desirable.

                  (h) To hold funds and securities  representing  the amounts to
         be distributed, to a Recipient or his Beneficiary as a consequence of a
         dispute as to the disposition thereof,  whether in a segregated account
         or held in common with other assets of the Trust.

         Notwithstanding anything herein contained to the contrary, the Trustees
shall not be required to make any  inventory,  appraisal or settlement or report
to any  court,  or to secure  any order of court for the  exercise  of any power
herein contained, or give bond.

         8.03.  Records and Accounts.  The Trustees shall maintain  accurate and
detailed records and accounts of all  transactions of the Trust,  which shall be
available at all reasonable  times for inspection by any legally entitled person
or entity  to the  extent  required  by  applicable  law,  or any  other  person
determined by the Committee.

         8.04.  Earnings.  All earnings,  gains and losses with respect to Trust
assets shall be allocated,  in accordance with a reasonable procedure adopted by
the Committee,  to bookkeeping accounts for Recipients or to the general account
of the Trust,  depending on the nature and  allocation of the assets  generating
such earnings,  gains and losses. In particular,  any earnings on cash dividends
received  with  respect to shares of Common Stock shall be allocated to accounts
for Recipients, if such shares are the subject of outstanding Plan Share Awards,
or, otherwise to a reserve established by the Plan.

         8.05.  Expenses.  All costs and expenses  incurred in the operation and
administration of this Plan shall be borne by the Company and its Subsidiaries.

         8.06.   Indemnification.   The  Company  and  its  Subsidiaries   shall
indemnify,  defend and hold the Trustees  harmless against all claims,  expenses
and  liabilities  arising  out of or related to the  exercise  of the  Trustees'
powers and the discharge of their duties hereunder, unless the same shall be due
to their gross negligence or willful misconduct.


                                   ARTICLE IX
                                  MISCELLANEOUS

         9.01.  Amendment and Termination of Plan. The Board may, by resolution,
at any time,  amend or terminate the Plan. The power to amend or terminate shall
include  the power to direct the  Trustees  to return to the Company or the Bank
all or any part of the  assets of the Trust,  as well as shares of Common  Stock
and  other  assets  subject  to Plan  Share  Awards  but not yet  earned  by the
Employees to whom they are allocated.

         9.02.  Nontransferable.  Plan Share  Awards  and rights to Plan  Shares
shall not be  transferable  by a  Recipient  and,  during  the  lifetime  of the
Recipient,  Plan Shares may only be earned by and paid to the  Recipient who was
notified in writing of the Award by the  Committee  pursuant to Section 6.03. No
Recipient or  Beneficiary  shall have any right in or claim to any assets of the
Plan or Trust,  nor shall the Company or any  Subsidiary be subject to any claim
for benefits hereunder.

         9.03. Employment Rights. Neither the Plan nor any grant of a Plan Share
Award  or Plan  Shares  hereunder  nor any  action  taken by the  Trustees,  the
Committee or the Board in connection with the Plan shall create any right on the
part of any  Employee to continue  in the employ of the  Company,  the Bank or a
Subsidiary.

         9.04.  Governing  Law. The Plan and Trust shall be governed by the laws
of the State of Illinois.
<PAGE>


         9.05.  Term of Plan. This Plan shall remain in effect until the earlier
of:  (1)  termination  by the  Board  of  Directors;  (2)  the  distribution  to
Recipients,  Beneficiaries,  the Company or the Bank of all assets of the Trust;
or (3) 21 years  from the  Effective  Date.  Termination  of the Plan shall not,
unless expressly specified, affect any Plan Share Awards previously granted, and
such Awards shall  remain  valid and in effect until they have been paid,  or by
their terms expire or are forfeited.

                                    ARTICLE X
                             OUTSIDE DIRECTOR AWARDS

         Each  non-Employee  Director on the  Effective  Date shall be granted a
Plan Share Award equal to 2,070 shares, subject to availability, to vest in five
equal annual installments  beginning with the first anniversary of the Effective
Date.