<PAGE>

                                                                     EHIBIT 10.3

                             CHESTERFIELD FEDERAL
                         SAVINGS AND LOAN ASSOCIATION
                           SUPPLEMENTAL BENEFIT PLAN
                            as amended and restated


                        Effective as of ________, 2001
<PAGE>

                             CHESTERFIELD FEDERAL
                         SAVINGS AND LOAN ASSOCIATION
                           SUPPLEMENTAL BENEFIT PLAN
                            as amended and restated
                               Table of Contents

<TABLE>
<S>                                                                  <C>
ARTICLE I
     GENERAL........................................................  1
     1.1 Effective Date.............................................  1
     1.2 Purpose....................................................  1
     1.3 Intent.....................................................  1

ARTICLE II
     DEFINITIONS AND USAGE..........................................  2
     2.1 Definitions................................................  2
     2.2 Usage......................................................  5

ARTICLE III
     ELIGIBILITY AND PARTICIPATION..................................  5
     3.1 Eligibility................................................  5
     3.2 Participation..............................................  5

ARTICLE IV
     PARTICIPANT ACCOUNTS...........................................  5
     4.1 Accounts...................................................  5
     4.2 Profit Sharing Plan Contributions and Earnings.............  5
     4.3 Supplemental ESOP Contributions and Earnings...............  6

ARTICLE V
     PAYMENT OF BENEFITS............................................  8
     5.1 Entitlement to Benefit Payments............................  8
     5.2 Commencement of Benefit Payments...........................  8
     5.3 Form of Supplemental ESOP Benefit..........................  8
     5.5 Hardship Withdrawals.......................................  9
     5.6 Distribution Upon Request.................................. 10
     5.7 Distribution Upon Change in Control........................ 10
     5.8 Distribution Upon Disability............................... 10

ARTICLE VI
     PAYMENT OF BENEFITS ON OR AFTER DEATH.......................... 10
     6.1 Commencement of Benefit Payments........................... 10
     6.2 Designation of Beneficiary................................. 10
</TABLE>
<PAGE>

<TABLE>
<S>                                                                  <C>
ARTICLE VII
     ADMINISTRATION................................................. 11
     7.1  General................................................... 11
     7.2  Administrative Rules...................................... 11
     7.3  Duties.................................................... 11
     7.4  Fees...................................................... 12

ARTICLE VIII
     CLAIMS PROCEDURE............................................... 12
     8.1  General................................................... 12
     8.2  Denials................................................... 12
     8.3  Notice.................................................... 12
     8.4  Appeals Procedure......................................... 12
     8.5  Review.................................................... 12

ARTICLE IX
     MISCELLANEOUS PROVISIONS....................................... 13
     9.1  Amendment................................................. 13
     9.2  Termination............................................... 13
     9.3  No Assignment............................................. 13
     9.4  Incapacity................................................ 13
     9.5  Successors and Assigns.................................... 13
     9.6  Governing Law............................................. 13
     9.7  No Guarantee of Employment................................ 13
     9.8  Severability.............................................. 14
     9.9  Notification of Addresses................................. 14
     9.10 Bonding................................................... 14
</TABLE>
<PAGE>

                             CHESTERFIELD FEDERAL
                         SAVINGS AND LOAN ASSOCIATION
                           SUPPLEMENTAL BENEFIT PLAN
                            as amended and restated

     WHEREAS, Chesterfield Federal Savings and Loan Association of Chicago ("the
Association") established the Chesterfield Federal Savings and Loan Association
Supplemental Benefit Plan, effective July 1, 1995, to provide retirement
benefits obtainable under the Retirement Fund Plan for the Employees of the
Chesterfield Federal Savings and Loan Association of Chicago and Subsidiaries
(the "Retirement Plan") which may not be accrued under said plan due to
limitations imposed by the Internal Revenue Code of 1986, as amended (the
"Code"); and

     WHEREAS, in connection with the conversion of the Retirement Plan to a
profit sharing plan and the adoption of an employee stock ownership plan, the
Association desires to amend and restate the Chesterfield Federal Savings and
Loan Association Supplemental Benefit Plan to provide participants with the full
amount of employer-provided retirement benefits obtainable under the
Chesterfield Federal Savings and Loan Association of Chicago Profit Sharing Plan
and the Chesterfield Federal Savings and Loan Association of Chicago Employee
Stock Ownership Plan which may not be accrued under said plans due to the
limitations imposed by the Code.

     NOW, THEREFORE, the Association hereby amends and restates the Chesterfield
Federal Savings and Loan Association Supplemental Benefit Plan as hereinafter
provided.

                                   ARTICLE I
                                    GENERAL

1.1  Effective Date.  The provisions of the amended and restated Chesterfield
     Federal Savings and Loan Association Supplemental Benefit Plan (the "Plan")
     shall be effective as of ________1, 2001.  The rights, if any, of any
     person whose status as an Employee of the Association and its subsidiaries
     and affiliates, if any, has terminated shall be determined pursuant to the
     Plan as in effect on the date such Employee terminated, unless a
     subsequently adopted provision of the  Plan is made specifically applicable
     to such person.

1.2  Purpose. The purpose of the Plan is to provide retirement income to a
     Participant based upon his Compensation from the Association in excess of
     the amount of compensation that may be taken into account by a qualified
     retirement plan described in Section 401(a) of the Code and without regard
     to the limitation on benefits or contributions under Sections 401(a)(17),
     402(g), 401(k)(3) or  415 of the Code, as applicable.

1.3  Intent. The Plan is intended to be (and shall be construed and administered
     as) an "employee pension benefit plan" under the provisions of the Employee
     Retirement Income Security Act of 1974 ("ERISA") which is unfunded and
     maintained by the Association solely to provide retirement income to a
     select group of management or highly compensated employees as such group is
     described under Section 201(2), 301(a)(3), and
<PAGE>

     401(a)(1) of ERISA as interpreted by the U.S. Department of Labor. The Plan
     is not intended to be a plan described in Section 401(a) of the Code, or
     Section 3(2)(A) of ERISA. The obligation of the Association to make
     payments under this Plan constitutes nothing more than an unsecured promise
     of the Association to make such payments and any property of the
     Association that may be set aside for the payment of benefits under the
     Plan shall, in the event of the Association's bankruptcy or insolvency,
     remain subject to the claims of the Association's general creditors until
     such benefits are distributed in accordance with Article V herein.

                                  ARTICLE II
                             DEFINITIONS AND USAGE

2.1  Definitions. Wherever used in the Plan, the following words and phrases
     shall have the meaning set forth below, unless the context plainly requires
     a different meaning.

     "Account" means the account established on behalf of the Participant as
described in Section 4.1.  A Participant's Account may be composed of "Sub-
Accounts", each of which represents the aggregate difference between the Maximum
Contribution and Actual Contribution payable to a Defined Contribution Plan,
plus earnings, for all Compensation Years that the Employee is a Participant
hereunder.

     "Actual Contributions" means, with respect to any Compensation Period, the
amount of contributions which are allocated to a Participant's individual
account in a Defined Contribution Plan.

     "Administrator" means the person or persons described in Article VII.

     "Allocation Date" means each date on which an Employer contribution is, or
would be but for the limitations of Sections 401(a)(17), 401(k)(3), 402(g) or
415 of the Code, allocated under a Defined Contribution Plan.

     "Applicable Limitation" means any one of the following: (a) the maximum
limitations on annual additions to a qualified defined contribution plan under
Section 415(c) of the Code; (b) the maximum limitation on the annual amount of
compensation that may, under Section 401(a)(17) of the Code, be taken into
account in determining contributions to and benefits under qualified plans; and
(c) the maximum limitation, under Section 402(g) of the Code, on pre-tax
contributions that may be made to a qualified defined contribution plan; and (d)
the maximum contribution permitted to a highly compensated employee as defined
in Section 414(g) of the Code by Section 401(k)(3) of the Code for the plan
year.

     "Association" means Chesterfield Federal Savings and Loan Association of
Chicago and any successor thereto.

     "Beneficiary" means any person, other than the Participant, who is
determined to be entitled to benefits under the terms of the Plan.

                                       2
<PAGE>

     "Board" means the governing body of the Association.

     "Code" means the Internal Revenue Code of 1986, as amended from time to
time.

     "Committee" means the executive compensation committee of the Board, if
any; otherwise, the Board or its designate.

     "Company" means Chesterfield Financial Corp. and any successor thereto.

     "Compensation" means compensation as defined under any Defined Contribution
Plan for purposes of determining allocations to a Participant's Account. In no
event may Compensation for a Compensation Period exceed the amount set by the
Board for such Compensation Period.

     "Compensation Limitation" means, with respect to a Compensation Year, the
limitation on compensation determined under section 401(a)(17) of the Code and
in accordance with Treasury regulations promulgated thereunder.

     "Compensation Period" means the period of time for which an Employer
contribution is allocated under a Defined Contribution Plan.

     "Compensation Year" means the plan year under a Defined Contribution Plan.

     "Defined Contribution Plan" means, with respect to an individual who is a
Participant in this Plan, the Retirement Plan, the Profit Sharing Plan or ESOP,
as applicable.

     "Employee" means an employee of the Employer on whose behalf benefits are
payable under any Defined Contribution Plan.

     "Employer" means Chesterfield Federal Savings and Loan Association of
Chicago with respect to its employees, and any successors by merger, purchase,
reorganization or otherwise.  If a subsidiary or affiliate of the Employer
adopts the Plan, it shall be deemed the Employer with respect to its employees.

     "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time.

     "ESOP" means the Chesterfield Federal Savings and Loan Association of
Chicago Employee Stock Ownership Plan, and any successor thereto.

     "Maximum Contribution" means, with respect to any Compensation Period, the
amount of Association contributions which would have been allocated to a
Participant's individual account under a Defined Contribution Plan, based on the
Participant's Compensation from the Association without regard to the
Compensation Limitation and without regard to the limitations under Section 415
of the Code.

                                       3
<PAGE>

     "Participant" means an eligible employee of the Association who is
participating in the Plan in accordance with Section 3.1.

     "Phantom Stock" means a unit of benefit under the Plan which has the same
monetary value as a share of Stock of the Company.

     "Plan" means the Chesterfield Federal Savings and Loan Association
Supplemental Benefit Plan.

     "Plan Year" means the initial period commencing with the Plan's effective
date and each subsequent twelve- (12) month period ending on June 30.

     "Profit Sharing Plan" means the Chesterfield Federal Savings and Loan
Association of Chicago Profit Sharing Plan, the successor to the Retirement
Plan.

     "Retirement Plan" means the Chesterfield Federal Savings and Loan
Association of Chicago Retirement Plan which, effective as of March 1, 2001,
converted to the Profit Sharing Plan.

     "Stock" means the common stock of the Company, par value $0.01 per share.

     "Supplemental ESOP Benefit" means the benefit payable from the Plan
attributable to the supplemental ESOP contributions and earnings thereon.

     "Valuation Date" means the last business day of each Plan Year, each
Allocation Date and such other dates as determined from time to time by the
Administrator.

     "Vested Account Balance" means that portion of a Participant's Account (or
Sub-Account) that is vested, if any, determined by multiplying the vested
percentage under the applicable Defined Contribution Plan by a Participant's
Sub-Account balance related to such Defined Contribution Plan.  A Participant's
vested percentage in his or her Account (or Sub-Account, as applicable)
hereunder shall increase by the same percent and as the result of the occurrence
of the same events as under such Defined Contribution Plan, i.e., such as due to
years of service, disability, death or attainment of age 65.

2.2  Usage. Except where otherwise indicated by the context, any masculine
     terminology used herein shall also include the feminine and vice versa, and
     the definition of any term herein in the singular shall also include the
     plural and vice versa.

                                  ARTICLE III
                         ELIGIBILITY AND PARTICIPATION

3.1  Eligibility. The Committee shall designate from time to time those
     employees of the Association who shall participate in the Plan; provided,
     however, that such employees

                                       4
<PAGE>

     are members of a select group of management or highly compensated employees
     as such group is described under sections 201(2), 301(a)(3), and 401(a)(1)
     of ERISA as interpreted by the Department of Labor. As of the effective
     date of the Plan, the sole employees eligible to participate in the Plan
     shall be those employees with annual Compensation in excess of the
     Compensation Limitation.

3.2  Participation. An employee of the Association shall commence participation
     in the Plan as of the first day of the Plan Year designated by the
     Committee. The participation of any Participant may be suspended or
     terminated by the Committee, at any time, but no such suspension or
     termination shall operate to reduce the balance of the Account of the
     Participant as of the Valuation Date that precedes or coincides with the
     date of such suspension or termination without such Participant's consent.
     An employee shall cease to be a Participant when he terminates employment
     with the Association and the balance in his Account is distributed to him
     or on his behalf.

                                  ARTICLE IV
                             PARTICIPANT ACCOUNTS

4.1  Accounts. The Administrator shall establish and maintain, pursuant to the
     terms of the Plan, an Account for each Participant, with separate Sub-
     Accounts for each Participant consisting of amounts credited to such
     Participant pursuant to Sections 4.2 and 4.3 below. All amounts which are
     credited to a Participant's Account shall be credited solely for purposes
     of accounting and computation, and shall remain assets of the Association
     subject to the claims of the Association's general creditors. A Participant
     shall not have any interest or right in or to such Account at any time.

4.2  Profit Sharing Plan Contributions and Earnings. Each Compensation Year, the
     Administrator shall credit the Account (or applicable Sub-Account) of each
     Participant with the amount by which the Participant's Maximum Contribution
     under the Profit Sharing Plan (or its predecessor, the Retirement Plan, as
     applicable) exceeds his Actual Contribution in accordance with such
     procedures it may determine. In addition, with respect to a Participant
     eligible to participate as of the initial effective date of this Plan, an
     amount shall be credited to the Account of each such Participant equal to
     the amount that would have been in such Participant's Account, (including
     interest as determined under the procedures of Section 4.2.1 below) as of
     that date had the Plan been in effect on July 1, 1994.

     4.2.1  Crediting of Interest. The Committee will credit the Participant's
            Account with interest on each Valuation Date. The interest credited
            to each Account will be at a rate of interest equal to the greater
            of (1) 7% per annum, compounded daily, or (2) the interest rate for
            one-year certificates of deposit as paid by the Association on the
            effective Valuation Date, such rate pro rated for the period of time
            between Valuation Dates. Interest will be credited to the Account
            balance, based on the value of the Account as of the preceding
            Valuation Date.

                                       5
<PAGE>

     4.2.2  Valuation of Sub-Accounts. The value of a Participant's Sub-Account
            attributable hereto shall be determined as of each Valuation Date by
            the Administrator in the following manner:

            (a)  First, the Administrator will add the interest in accordance
                 with Section 4.2.1 to the Participant's Sub-Account.

            (b)  Next, all Association contributions for a Participant shall be
                 credited to the Sub-Account of the Participant in accordance
                 with Section 4.2.

            (c)  Finally, a Participant's Sub-Account shall be reduced by the
                 amount of any benefits distributed to or on behalf of the
                 Participant pursuant to Article V.

            (d)  Each Participant's Sub-Account shall be valued as of each
                 Valuation Date or more frequently, as determined in the sole
                 discretion of the Administrator, and shall again be valued as
                 of the date that a Participant receives a payment under the
                 Plan attributable to said Sub-Account, in accordance with the
                 procedures established by the Administrator.

            (e)  All allocations to and deductions from a Participant's Sub-
                 Account under this Section 4.2.2 shall be deemed to have been
                 made on the applicable Valuation Date in the order of priority
                 set forth in this Section 4.2.2, even though actually
                 determined at a later date.

4.3  Supplemental ESOP Contributions and Earnings. Each Compensation Year, the
     Administrator shall credit the Account (or applicable Sub-Account) of each
     Participant, with a number of units of Phantom Stock, which number shall be
     determined in the following manner: the Administrator shall determine the
     amount by which the Participant's Maximum Contribution under the ESOP
     exceeds his Actual Contribution (in accordance with such procedures as it
     may determine) and then shall determine the number of shares of Stock such
     amount would have purchased under the ESOP if it had been contributed to
     the ESOP for the benefit of the Participant. The number of shares of Stock
     such amount would have purchased under the ESOP, shall for these purposes,
     be converted to units of Phantom Stock and shall be credited to the
     Participant's Sub-Account. The Administrator's determination regarding "the
     number of shares of Stock such amount would have purchased under the ESOP"
     shall take into consideration such factors as: whether the additional
     amount, if contributed to the ESOP, would have been used to repay an
     outstanding ESOP loan, and if so, the appropriate number of additional
     shares to be released from the suspense account based on such ESOP loan
     payment.

     4.3.1  Crediting of Earnings. Phantom Stock credited to a Participant's
            Account under this Section 4.3 shall be credited with dividends at
            the same time and in the same manner as is applicable to Stock held
            in the Participant's account under the ESOP. Cash dividends
            allocated to a Participant's Account shall be credited with interest
            in the same manner as under Section 4.2.1 above.

                                       6
<PAGE>

     4.3.2  Stock Dividends and Stock Splits. In the case of a stock dividend or
            stock split, additional credits of Phantom Stock will be made to
            each Participant's account under the Plan.

     4.3.3  Valuation of Sub-Accounts. The value of a Participant's ESOP Sub-
            Account shall be determined as of each Valuation Date by the
            Administrator in the following manner:

            (a)  First, the Administrator will add the earnings to the
                 Participant's Sub-Account in accordance with Section 4.3.1.

            (b)  Next, all Association contributions to the Participant's ESOP
                 Sub-Account shall be credited in accordance with Section 4.3.

            (c)  Finally, a Participant's ESOP Sub-Account shall be reduced by
                 the amount of any benefits distributed to or on behalf of the
                 Participant from said Sub-Account pursuant to Article V.

            (d)  Each Participant's ESOP Sub-Account shall be valued as of each
                 Valuation Date or more frequently, as determined in the sole
                 discretion of the Administrator, and shall again be valued as
                 of the date that a Participant receives a payment under the
                 Plan attributable thereto, in accordance with the procedures
                 established by the Administrator.

            (e)  All allocations to and deductions from a Participant's Account
                 under this Section 4.3.3 shall be deemed to have been made on
                 the applicable Valuation Date in the order of priority set
                 forth in this Section 4.3.3, even though actually determined at
                 a later date.

                                      7
<PAGE>

                                   ARTICLE V
                              PAYMENT OF BENEFITS

5.1  Entitlement to Benefit Payments. Upon a Participant's separation from
     service from the Association, the Participant shall be entitled to his
     Vested Account Balance payable by the Association in the form set forth in
     Section 5.2.

5.2  Commencement of Benefit Payments. The Participant may, at any time during
     Employment, elect an optional form of payment hereunder by submitting to
     the Administrator a document substantially in the form hereto attached as
     Schedule A. Following an initial election, any change in election shall be
     effective on the January 1, commencing concurrently with or immediately
     after expiration of 12 months following the submission of such election
     change to the Administrator. If the Participant's termination of employment
     or death occurs before the effective date of a new election, payment shall
     be made in accordance with the election in effect at such time or, if there
     is no election, payment shall be made in a single lump sum in accordance
     with Article VI. An election shall remain in effect until the effective
     date of any subsequent superseding election.

5.3  Form of Supplemental ESOP Benefit. Participant's Supplemental ESOP Benefit
     under Section 4.3 of this Plan shall be a benefit paid in the form of
     Company Stock to the extent of the units of Phantom Stock credited to the
     Account. The value of a Participant's Supplemental ESOP Benefit at the time
     of distribution shall be equal to the number of units of Phantom Stock
     allocated to the Participant's Account multiplied by the fair market value
     of a share of Company Stock on the date of distribution plus the dollar
     value of any earnings thereon.

5.4  Unforeseeable Emergencies. A Participant's Vested Account Balances may be
     paid to a Participant or Beneficiary hereunder in the event of an
     Unforeseeable Emergency. An Unforeseeable Emergency means an unanticipated
     emergency that is caused by an event beyond the control of the Participant
     or Beneficiary, such as a sudden and unexpected illness or accident of the
     Participant or of a dependent (as defined in Code Section 152(a)), loss of
     the Participant's property due to casualty, or other similar extraordinary
     and unforeseeable circumstances, and the Unforeseeable Emergency would
     result in severe financial hardship to the individual if early withdrawal
     were not permitted. The circumstances that will constitute an Unforeseeable
     Emergency will depend upon the facts of each case, but, in any case,
     payment may not be made to the extent that such hardship is or may be
     relieved:

     (a)  Through reimbursement or compensation by insurance or otherwise; or

     (b)  By liquidation of the Participant's assets, to the extent the
          liquidation of such assets would not itself cause severe financial
          hardship.

                                       8
<PAGE>

     Amounts payable under this Section 5.4 shall be paid first from the Profit
     Sharing Plan Sub-Account until the Vested Account Balance in such Sub-
     Account is reduced to zero (0) prior to any amounts being paid from a
     Participant's ESOP Sub-Account.

5.5  Hardship Withdrawals. Upon finding that a Participant has suffered a severe
     financial hardship, not rising to the level of an Unforeseeable Emergency,
     the Committee may, in its sole discretion, make distributions from the
     Participant's Vested Account Balance prior to the time specified for
     payment of benefits under the Plan. Such hardship distributions may be made
     on account of an immediate and heavy financial need of the Participant for:

     (a)  Medical care as described in Code Section 213(d) for the Participant,
          the Participant's spouse or dependent (as defined in Code Section
          152);

     (b)  Educational expenses, such as the payment of tuition or related
          educational fees, or room and board expenses for the next twelve (12)
          months of postsecondary education for the Participant or the
          Participant's spouse or dependent (as defined in Code Section 152);

     (c)  Costs directly related to the purchase of a principal residence for
          the employee (excluding mortgage payments);

     (d)  Payments necessary to prevent the eviction of the Participant form his
          principal residence or foreclosure of the mortgage on that residence;

     (e)  Payments for funeral expenses not covered by insurance for a member of
          the immediate family of the Participant; and

     (f)  Payments to cover the immediate expenses resulting from the divorce of
          the Participant.

     The amount of such distribution shall be limited to the amount reasonably
     necessary to meet the Participant's requirements during the financial
     hardship. A distribution is not treated as necessary to satisfy an
     immediate and heavy financial need of a Participant to the extent the
     amount of the distribution is in excess of the amount required to relieve
     the financial need or to the extent the need may be satisfied from other
     sources that are reasonably available to the Participant, including all
     nontaxable loans currently available under all plans maintained by the
     Association. This Committee's determination regarding the hardship
     distribution is to be made on the basis of all the facts and circumstances
     and based upon the evidence provided to the Committee by the Participant
     and the Association, including receipts, invoices, foreclosure notices, or
     the like, and including information that may be available to the
     Association or the Committee on other distributions available to the
     Participant, including nontaxable loans available under all plans
     maintained by the Association.

                                       9
<PAGE>

     Amounts payable under this Section 5.4 shall be paid first from the Profit
     Sharing Plan Sub-Accounts until the Vested Account Balance in such Sub-
     Account is reduced to zero (0) prior to any amounts being paid from a
     Participant's ESOP Sub-Account.

5.6  Distribution Upon Request. After a Participant has retired, notwithstanding
     previous distribution elections to the contrary, a Participant shall be
     entitled to receive, upon written request to the Committee, a lump sum
     distribution equal to ninety percent (90%) of his Account balance as of the
     Valuation Date immediately preceding the date on which the Committee
     receives the written request. The remaining balance shall be forfeited by
     the Participant. The amount payable under this Section shall be paid in a
     lump sum payment within ninety (90) days following the receipt of the
     notice by the Committee form the Participant.

5.7  Distribution Upon Change in Control. Upon a Change in Control all
     Participants shall have their Account balances paid to them in a lump sum
     within thirty (30) days of the Change in Control. Notwithstanding anything
     to the contrary herein, upon a Change in Control, a Participant's Account
     balance hereunder shall become 100% vested.

5.8  Distribution Upon Disability. Participants who terminate employment due to
     Disability may request, and the Committee, in its sole discretion, may
     approve the early payment of the Participant's Account Balances. The
     Participant's Account Balances shall be paid in a lump sum as soon as
     practicable after approval by the Committee.


                                  ARTICLE VI
                     PAYMENT OF BENEFITS ON OR AFTER DEATH

6.1  Commencement of Benefit Payments. If a Participant dies before receiving
     his entire Vested Account Balance, the remainder of the Account otherwise
     payable with respect to the Participant shall be paid to the Participant's
     Beneficiary or Beneficiaries as a single lump-sum amount within sixty (60)
     days following the date on which the Administrator is notified of the
     Participant's death.

6.2  Designation of Beneficiary. A Participant may, by written instrument
     delivered to the Administrator during the Participant's lifetime, designate
     one or more primary and contingent Beneficiaries to receive his Vested
     Account Balance, which may be payable to the Participant hereunder
     following the Participant's death, and may designate the proportions in
     which such Beneficiaries are to receive such payments. A Participant may
     change such designations from time to time, and the last written
     designation filed with the Administrator prior to the Participant's death
     shall control. If a Participant fails to specifically designate a
     Beneficiary or, if no designated Beneficiary survives the Participant,
     payment shall be made by the Administrator in the following order of
     priority:

     (a)  to the Participant's surviving spouse; or if none,
     (b)  to the Participant's children, per stirpes; or if none,
     (c)  to the Participant's estate.

                                      10
<PAGE>

                                  ARTICLE VII
                                ADMINISTRATION


7.1  General. The Administrator shall be the Committee, or such other person or
     persons as designated by the Board. Except as otherwise specifically
     provided in the Plan, the Administrator shall be responsible for the
     administration of the Plan. The Administrator shall be the "named
     fiduciary" within the meaning of Section 402(c)(2) of ERISA.

7.2  Administrative Rules. The Administrator may adopt such rules of procedure
     as it deems desirable for the conduct of its affairs, except to the extent
     that such rules conflict with the provisions of the Plan.

7.3  Duties. The Administrator shall have the following rights, powers and
     duties:

     (a)     The decision of the Administrator in matters within its
             jurisdiction shall be final, binding and conclusive upon each
             Participant and upon any other person affected by such decision,
             subject to the claims procedure hereinafter set forth.

     (b)     The Administrator shall have the duty and authority to interpret
             and construe the provisions of the Plan, to decide any question
             which may arise regarding the rights of Employees, Participants and
             Beneficiaries, and the amounts of their respective interests, to
             adopt such rules and to exercise such powers as the Administrator
             may deem necessary for the administration of the Plan, and to
             exercise any other rights, powers or privileges granted to the
             Administrator by the terms of the Plan.

     (c)     The Administrator shall maintain full and complete records of its
             decisions. Its records shall contain all relevant data pertaining
             to the Participant and his rights and duties under the Plan. The
             Administrator shall have the duty to maintain Account records of
             all Participants.

     (d)     The Administrator shall cause the principal provisions of the Plan
             to be communicated to the Participants, and a copy of the Plan and
             other documents shall be available at the principal office of the
             Association for inspection by the Participants at reasonable times
             determined by the Administrator.

     (e)     The Administrator shall periodically report to the Committee with
             respect to the status of the Plan.

7.4  Fees.   No fee or compensation shall be paid to any employee or non-
             employee director of the Association for services as the
             Administrator.

                                 ARTICLE VIII
                               CLAIMS PROCEDURE

8.1  General. Any claim for benefits under the Plan shall be filed by the
     Participant or Beneficiary ("claimant") on the form prescribed for such
     purpose with the Administrator.
<PAGE>

8.2  Denials. If a claim for benefits under the Plan is wholly or partially
     denied, notice of the decision shall be furnished to the claimant by the
     Administrator within a reasonable period of time after receipt of the claim
     by the Administrator.

8.3  Notice. Any claimant who is denied a claim for benefits shall be furnished
     written notice setting forth:

     (a)  the specific reason or reasons for the denial;

     (b)  specific reference to the pertinent provision of the Plan upon which
          the denial is based;

     (c)  a description of any additional material or information necessary for
          the claimant to perfect the claim; and

     (d)  an explanation of the claim review procedure under the Plan.

8.4  Appeals Procedure. In order that a claimant may appeal a denial of a claim,
     the claimant or the claimant's duly authorized representative may:

     (a)  request a review by written application to the Administrator, or its
          designate, no later than sixty (60) days after receipt by the claimant
          of written notification of denial of a claim;

     (b)  review pertinent documents; and

     (c)  submit issues and comments

8.5  Review. A decision on review of a denied claim shall be made not later than
     sixty (60) days after receipt of a request for review, unless special
     circumstances require an extension of time for processing, in which case a
     decision shall be rendered within a reasonable period of time, but not
     later than one hundred and twenty (120) days after receipt of a request for
     review. The decision on review shall be in writing and shall include the
     specific reason(s) for the decision and the specific reference(s) to the
     pertinent provisions of the Plan on which the decision is based.

                                  ARTICLE IX
                           MISCELLANEOUS PROVISIONS

9.1  Amendment. The Association reserves the right to amend the Plan in any
     manner that it deems advisable by a resolution of the Board. No amendment
     shall, without the Participant's consent, affect the amount of the
     Participant's Vested Account Balance at the time the amendment becomes
     effective or the right of the Participant to receive a distribution of his
     Vested Account Balance.

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<PAGE>

9.2  Termination. The Association reserves the right to terminate the Plan at
     any time. No termination shall, without the Participant's consent, affect
     the amount of the Participant's Vested Account Balance prior to the
     termination or the right of the Participant to receive a distribution of
     his Vested Account Balance.

9.3  No Assignment. The Participant shall not have the power to pledge,
     transfer, assign, anticipate, mortgage or otherwise encumber or dispose of
     in advance any interest in amounts payable hereunder or any of the payments
     provided for herein, nor shall any interest in amounts payable hereunder or
     in any payments be subject to seizure for payments of any debts, judgments,
     alimony or separate maintenance, or be reached or transferred by operation
     of law in the event of bankruptcy, insolvency or otherwise.

9.4  Incapacity. If any person to whom a benefit is payable under the Plan is an
     infant or if the Administrator determines that any person to whom such
     benefit is payable is incompetent by reason of physical or mental
     disability, the Administrator may cause the payments becoming due to such
     person to be made to another for his benefit. Payments made pursuant to
     this Section shall, as to such payment, operate as a complete discharge of
     the Plan, the Association, the Committee and the Administrator.

9.5  Successors and Assigns. The provisions of the Plan are binding upon and
     inure to the benefit of the Association, its respective successors and
     assigns, and the Participant, his Beneficiaries, heirs, legal
     representatives and assigns.

9.6  Governing Law. The Plan shall be subject to and construed in accordance
     with the laws of the State in which the Association maintains its principal
     place of business, to the extent not pre-empted by the provisions of ERISA.

9.7  No Guarantee of Employment. Nothing contained in the Plan shall be
     construed as a contract of employment or deemed to give any Participant the
     right to be retained in the employ of the Association or any equity or
     other interest in the assets, business or affairs of the Association.

9.8  Severability. If any provision of the Plan shall be held illegal or invalid
     for any reason, such illegality or invalidity shall not affect the
     remaining provisions of the Plan, but the Plan shall be construed and
     enforced as if such illegal or invalid provision had never been included
     herein.

9.9  Notification of Addresses. Each Participant and each Beneficiary shall file
     with the Administrator, from time to time, in writing, the post office
     address of the Participant, the post office address of each Beneficiary,
     and each change of post office address. Any communication, statement or
     notice addressed to the last post office address filed with the
     Administrator (or if no such address was filed with the Administrator, then
     to the last post office address of the Participant or Beneficiary as shown
     on the Association's records) shall be binding on the Participant and each
     Beneficiary for all purposes of the Plan and neither the Administrator nor
     the Association shall be obligated to search for or ascertain the
     whereabouts of any Participant or Beneficiary.


                                      13
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9.10  Bonding. The Administrator and all agents and advisors employed by it
      shall not be required to be bonded, except as otherwise required by ERISA.

      IN WITNESS HEREOF, the Association has caused this Plan to be executed
this ______ day of ___________________, ________, by its duly authorized
officer.


                                        CHESTERFIELD FEDERAL
                                        SAVINGS AND LOAN ASSOCIATION
                                        OF CHICAGO

Witnessed by:



By: ____________________________        By:________________________________


Date: __________________________


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                                  Schedule A


             BENEFICIARY DESIGNATION AND FORM OF PAYMENT ELECTION


     To:    Administrator, Chesterfield Federal Savings and Loan Association
Supplemental Benefit Plan, Chesterfield Federal Savings and Loan Association of
Chicago, 10801 South Western Avenue Chicago, Illinois 60643.

     I HEREBY designate:___________________________________ as the Beneficiary
or Beneficiaries of all amounts, if any, which will become payable upon my death
pursuant to the Chesterfield Federal Savings and Loan Association Supplemental
Benefit Plan. I understand that this designation shall remain in full force and
effect until revoked or modified by me in writing; and

     Pursuant to Article V, Section 5.2 of the Chesterfield Federal Savings and
Loan Association Supplemental Benefit Plan, the undersigned Participant hereby
elects payment of the entire balance of his Account in the following optional
form:

     [_]  Lump Sum
     [_]  Annual Installments over __________years (maximum of 25).

     This election shall become effective as of the January 1, first occurring
at least 12-months following the submission of this election to the
Administrator and shall remain effective until the effective date of any
subsequent, superseding election. If the undersigned's termination of employment
or death occurs before the effectiveness of an election, the election in effect
at that time or, if none, payment shall be made in a single lump sum in
accordance with Article VI, subsection 6.1 of the Plan.

Dated at Chicago, Illinois, this day of _____________________, 200_



________________________________
Participant


Received on behalf of the
Administrator this


_____ day of _____________, 200_



By: _________________________


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                                  APPENDIX I


1.   Chesterfield Federal Savings and Loan Association of Chicago Profit Sharing
Plan, successor to the Chesterfield Federal Savings and Loan Association of
Chicago Retirement Plan.

2.   Chesterfield Federal Savings and Loan Association of Chicago Employee Stock
Ownership Plan.

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