EXHIBIT 10(1)
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                             THIRD AMENDMENT TO THE

                       CITY SAVINGS FINANCIAL CORPORATION

                        EMPLOYEE STOCK OWNERSHIP PLAN AND

                                 TRUST AGREEMENT

                           (EFFECTIVE JANUARY 1, 2001)

     Pursuant to rights reserved under Section 9.1 of the City Savings Financial
Corporation Employee Stock Ownership Plan and Trust Agreement (the "Plan"), City
Savings Bank (the "Bank") hereby amends the Plan,  effective January 1, 2004, as
follows:


     1.  Section  1.5 of the Plan is amended and  restated  to  provide,  in its
entirety,  as follows:

          Section 1.5.  "Bank"  shall mean City  Savings Bank and any  successor
     thereto.



     2.  Section  6.3 of the Plan is amended and  restated  to  provide,  in its
entirety,  as follows:

          Section  6.3.  Vesting.  Any  Participant  whose  employment  with the
     Companies is  terminated as set forth in Section 6.2 shall be entitled to a
     percentage  (as  determined  below) of the entire  balance  credited to his
     Company Contributions Account as of the Valuation Date coincidental with or
     immediately  following  the  date of  termination  of his  employment.  The
     percentage  of his  Company  Contributions  Account  to which a  terminated
     Participant  is entitled  shall be determined on the basis of his Period of
     Service on such date of termination of employment  completed after December
     31, 1999, as follows:

              Period of Service                Vested Percentage
              -----------------                -----------------

           Less than five (5) years                    0
            Five (5) years of more                    100%

Notwithstanding  anything  contained  herein to the  contrary,  a  Participant's
Company  Contribution  Account  shall also become  fully vested upon a change in
control  (as defined  below) of the Holding  Company or the Bank but only if the
Participant  is  employed  by the  Company  immediately  prior to the  change in
control. For purposes of this Section, the term "change in control" shall mean a
change in control of the Holding  Company or the Bank,  within the meaning of 12
C.F.R.  ss.  574.4(a)  (other  than a change  resulting  from a trustee or other
fiduciary  holding shares of Stock under an employee  benefit plan of a Company.
Any portion of the terminated  Participant's Company Contributions Account which
is not vested shall be treated as


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a forfeiture;  provided, however, that such forfeiture shall not be allocated to
the other Plan Participants until the first (1st) to occur of the following:

     (a)  that  Participant's  consecutive  One Year Service Breaks are at least
          five (5);

     (b)  that Participant's death; or

     (c)  the date on which the Participant receives or is deemed to receive his
          Company Contribution Account;

provided,  further,  that  if  that  Participant  is  reemployed  prior  to  his
completion of five (5) consecutive One Year Service Breaks, the forfeited amount
shall be  reinstated  as the  beginning  balance of that  Participant's  Company
Contribution  Account.  A  Participant  whose vested  percentage  of his Company
Contributions  Account is zero (0) at the date of his  termination of employment
shall  be  deemed  to have  received  a  distribution  upon his  termination  of
employment.

     In the case of any Participant whose consecutive One Year Service Breaks is
at least five (5) years,  that  Participant' s pre-break  service shall count in
vesting of his post-break Company Contributions Account balance only if either:

     (a)  that  Participant  has  any  nonforfeitable  interest  in his  Company
          Contributions  Account  balance  at the  time of his  separation  from
          service with the Companies; or

     (d)  upon  returning  to service  with a Company his  consecutive  One Year
          Service  Breaks are less than five (5) or, if  greater,  less than his
          Period of Service completed prior to his first One Year Service Break.

     In the case of any  Participant  whose  consecutive One Year Service Breaks
are at least five (5) years,  all  service  after such One Year  Service  Breaks
shall be  disregarded  for the  purpose of  vesting  the  Company  Contributions
Account balance that accrued before such One Year Service Breaks.

     Separate sub-accounts shall be maintained for that Participant's  pre-break
and post-break Company  Contributions  Account. Both sub-accounts shall share in
the earnings and losses of the Fund.

     Any Participant  whose employment with the Companies is terminated  because
of his Total  Disability  shall be entitled to his entire Company  Contributions
Account balance and shall also be entitled to receive any Company  contributions
to which he is  entitled  pursuant to Section 4.2 for the Plan Year in which his
employment is so terminated.


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     This Third Amendment has been executed this 12th day of January, 2005.



                                    CITY SAVINGS BANK



                                    By:  /s/ Thomas F. Swirski
                                         ---------------------------------------
                                         Thomas F. Swirski


                                    Its: President and C.E.O.
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