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                                                                    EXHIBIT 10.2
                             CHESTERFIELD FEDERAL
                         SAVINGS AND LOAN ASSOCIATION
                          SEVERANCE COMPENSATION PLAN
                          FOR OFFICERS AND EMPLOYEES


                                 PLAN PURPOSE

     The purpose of the Chesterfield Federal Savings and Loan Association
Severance Compensation Plan for Officers and Employees is to provide certain
officers and employees of Chesterfield Federal Savings and Loan Association (the
"Association") with certain benefits in the event of a Change in Control of the
Association or its parent, Chesterfield Financial Corp.  The benefits
contemplated by the Plan recognize the valuable services and contributions of
the officers and employees of the Association as well as the uncertainties
relating to continued employment, reduced employee benefits, management changes
and officer or employee relocations that may arise in the event of a Change in
Control of the Association or the Company.  The Board of Directors of the
Association (the "Board") believes that it is in the best interest of the
Association to provide its officers and employees with such benefits in order to
assist officers and employees of the Association in defraying the costs and
changes in employment status that could be imposed by a Change in Control.  The
Board believes that the Plan will also aid the Association in attracting and
retaining highly qualified individuals who are essential to its success.
Furthermore, the Plan's assurance of fair treatment of the Association's
officers and employees will reduce the distractions and other adverse effects on
officers' and employees' performance in the event of a Change in Control in the
Association or the Company.

                                   ARTICLE I
                             ESTABLISHMENT OF PLAN

     1.1  Establishment of Plan
          ---------------------

     As of the Effective Date of the Plan, the Association hereby establishes a
severance compensation plan to be known as the "Chesterfield Federal Savings and
Loan Association  Severance Compensation Plan for Officers and Employees."

     1.2  Applicability of Plan
          ---------------------

     The benefits provided by this Plan shall be available to the (i) full-time
employees who have been employed by the Association for at least one year, and
(ii) full-time officers of the Association set forth at Schedule A who have been
specifically approved by resolution of the Board to be eligible to participate
in the Plan, except for those executive officers who have entered into and
continue to be covered by employment agreements or special termination
agreements who, at or after the Effective Date, meet the eligibility
requirements of Article III.  This Plan shall not operate or be interpreted to
reduce or be in lieu of compensation or benefits inuring to officers or
employees elsewhere provided.  No provision of this Plan shall be interpreted to
mean that officers and employees shall receive fewer benefits than those
available without reference to this Plan.
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     1.3  Contractual Right to Benefits
          -----------------------------

     This Plan establishes and vests in each Participant a contractual right to
the benefits to which each Participant is entitled hereunder, enforceable by the
Participant against the Association, Company, or both. All Severance Payments
provided in the Plan shall be paid in cash or check to the Participant or to a
third party for his benefit from the general funds of the Association or
Company.  The Company unconditionally guarantees payment of all amounts and
benefits due from the Association that are not promptly paid or provided by the
Association.

                                  ARTICLE II
                         DEFINITIONS AND CONSTRUCTION

     2.1  Definitions
          -----------

     Whenever used in the Plan, the following terms shall have the meanings set
forth below.

          (a) "Compensation" of a Participant means the Participant's salary or
hourly rate of pay for services performed for the Employer during the period
specified in the Plan.

          (b) "Association" means Chesterfield Federal Savings and Loan
Association or any successor as provided for in Article VII hereof.

          (c) "Cause" shall mean the Officer's or Employee's intentional failure
to perform stated duties, personal dishonesty, incompetence, willful misconduct,
any breach of fiduciary duty involving personal profit, willful violation of any
law, rule, regulation (other than traffic violations or similar offenses) or
final cease and desist order, or any material breach of any material provision
of this Plan.  In determining incompetence, the acts or omissions shall be
measured against standards generally prevailing in the savings institution
industry.

          (d) "Change in Control" of the Association or the Company shall mean a
change in control of a nature that: (i) would be required to be reported in
response to Item 1(a) of the current report on Form 8-K, as in effect on the
date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 (the "Exchange Act"); or (ii) results in a Change in Control of the
Association or the Company within the meaning of the Home Owners Loan Act, as
amended ("HOLA"), and applicable rules and regulations promulgated thereunder,
as in effect at the time of the Change in Control; or (iii) without limitation
such a Change in Control shall be deemed to have occurred at such time as
(a) any "person" (as the term is used in Sections 13(d) and 14(d) of the
Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of securities of the Company
representing 25% or more of the combined voting power of Company's outstanding
securities, except for any securities purchased by the Association's employee
stock ownership plan or trust; or (b) individuals who constitute the Board on
the date hereof (the "Incumbent Board") cease for any reason to constitute at
least a majority thereof, provided that any person becoming a director
subsequent to the date hereof whose election was approved by a vote of at least
three-quarters of the directors comprising the Incumbent Board, or whose
nomination for election by the Company's stockholders was approved by the same
Nominating Committee serving under an Incumbent Board, shall be, for purposes of
this clause (b), considered as though he were a member of the Incumbent Board;
or (c) a reorganization, merger, consolidation, sale of all or substantially all
the assets of the Association or the Company or similar transaction in which the
Association or Company is not the surviving institution occurs.

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          (e) "Code" means the Internal Revenue Code of 1986, as amended.

          (f) "Company" means Chesterfield Financial Corp.

          (g) "Effective Date" as to Officers and Employees of an Employer means
the date the Plan is approved by the Board, or such other date as the Board
shall designate in its resolution approving the Plan.

          (h) "Employee" means an employee of an Employer who has been employed
by the Employer on a full-time basis for at least one year, excluding any
executive officer of the Association which is covered by an employment agreement
or special termination agreement.

          (i) "Employer" means the Association, the Company or an affiliate
within the meaning of Code Section 1504(a), which has adopted the Plan pursuant
to Article VI hereof.

          (j) "Officer" means an Officer of an Employer employed by the Employer
on a full-time basis and identified in Schedule A, excluding any officer of the
Association who is covered by an employment agreement or special termination
agreement.

          (k) "Parent" means Chesterfield Financial Corp., the holding company
of  the Association.

          (l) "Participant" means an Officer or Employee who meets the
eligibility requirements of Section 3.1.

          (m) "Plan" means the Chesterfield Federal Savings and Loan Association
Severance Compensation Plan for Officers and Employees.

          (n) "Severance Payments" means the payment of severance compensation
as provided in Article IV hereof.

     2.2  Applicable Law
          --------------

     To the extent not preempted by the laws of the United States, the laws of
the State of Illinois shall be controlling in all matters relating to the Plan.

     2.3  Severability
          ------------

     If a provision of this Plan shall be held illegal or invalid, the
illegality or invalidity shall not affect the remaining parts of the Plan and
the Plan shall be construed and enforced as if the illegal or invalid provision
had not been included.

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                                  ARTICLE III
                                  ELIGIBILITY

     3.1  Participation
          -------------

     Eligible Employees shall become Participants on the Effective Date.  Each
Officer who has been added to Schedule A after having been specifically approved
by resolution of the Board to participate in the Plan shall become a Participant
on the day following such Board approval, and (ii) each  employee who has been
employed by the Employer for one year shall become a Participant on the
anniversary of his entry date. Notwithstanding the foregoing, any person who has
entered into and continues to be covered by an employment agreement or special
termination agreement with the Employer shall not be entitled to participate in
this Plan.

     3.2  Duration of Participation
          -------------------------

     A Participant shall cease to be a Participant in the Plan when the
Participant ceases to be an Officer or Employee of an Employer, unless such
Participant is entitled to Severance Payments as provided in the Plan.  A
Participant entitled to receipt of Severance Payments shall remain a Participant
in this Plan until the full amount of the Severance Payments has been paid to
the Participant.

                                  ARTICLE IV
                                   PAYMENTS

     4.1  Right to Payment
          ----------------

     A Participant shall be entitled to receive Severance Payments from the
Association in the amount provided in Section 4.3 if there has been a Change in
Control of the Association or the Company and if, within two years thereafter,
the Participant's employment by an Employer shall terminate for any reason
specified in Section 4.2, whether the termination is voluntary or involuntary.
A Participant shall not be entitled to Severance Payments if termination occurs
by reason of death, voluntary retirement, voluntary termination other than for
reasons specified in Section 4.2, total and permanent disability, or for Cause.

     4.2  Reasons for Termination
          -----------------------

     Following a Change in Control, a Participant shall be entitled to Severance
Payments if the Participant terminates employment with the Employer for any one
or more of the following reasons:

     (a) The Employer reduces the Participant's base salary or rate of
compensation as in effect immediately prior to the Change in Control, or as the
same may have been increased thereafter.

     (b) The Employer assigns to the Participant any duties inconsistent with
the Participant's duties, responsibilities or status with the Employer
immediately prior to the Change in Control, or changes his or her reporting
responsibilities, titles or offices.

     (c) The Employer requires the Participant to change the location of his job
or office, so that such Participant will be based at a location more than thirty
(30) miles from the location of his job or office immediately prior to the
Change in Control, provided that such new location is not closer to
Participant's home.

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     (d)  The Employer fails to continue in effect any vacation benefits,
pension plan, dental plan, life insurance plan, health, accident or disability
plan in which the Participant is participating immediately prior to the Change
in Control (or plans providing substantially similar benefits), except that this
subsection shall not apply to non-discriminatory reductions or changes in
benefits.

     (e)  A successor association or company fails or refuses to assume the
Employer's obligations under this Plan, as required by Article VII.

     (f)  The Employer terminates the employment of a Participant at, or within
two years after a Change in Control, other than for Cause.

     4.3  Amount of Payment
          -----------------

     Each Participant entitled to Severance Payments under this Plan shall
receive from the Association a lump sum cash payment, unless another method of
payment is selected by the Participant in accordance with Section 4.4, as
follows:

          (a) Officers.  Officers who are designated as such on Schedule A shall
              --------
     receive a cash severance payment equal to the Compensation paid to the
     Officer during the twelve-month period ending on the date of termination.

          (b) Employees.  Employees who have been employed by the Employer for
              ---------
     at least one year shall be entitled to receive, for every two years of
     employment with the Employer, a cash Severance Payment equal to one month's
     Compensation for the last full calendar month of employment prior to the
     Employee's termination of employment, up to a maximum of six months of
     Compensation. An Employee who has worked for the Employer for at least one
     year but less than two years will be entitled to a cash Severance Payment
     equal to one month's Compensation for the last full calendar month of
     employment prior to termination.

          (c) Life Insurance and Medical Benefit Coverage.  Each
              -------------------------------------------
     Participant entitled to  Severance Payments under this Plan shall receive
     continued life and medical coverage substantially identical to the coverage
     maintained by the Employer for the Participant prior to the date of
     termination of employment.  Such coverage shall continue for a period equal
     to the period set forth under paragraphs (a) and (b) above, from the date
     of termination.  Following the termination of medical coverage hereunder,
     the Participant shall be given the opportunity to elect continued health
     care coverage under the provisions of the Consolidated Omnibus Budget
     Reconciliation Act ("COBRA").

          (d) Reductions to Avoid Excess Parachute Payment.  Notwithstanding
              --------------------------------------------
     the provisions of (a), (b) and (c) above, if Severance Payments to a
     Participant who is a Disqualified Individual shall be in an amount which
     includes an Excess Parachute Payment, the Severance Payments hereunder to
     that Participant shall be reduced to the maximum amount which does not
     include an Excess Parachute Payment. The terms "Disqualified Individual"
     and "Excess Parachute Payment" shall have the same meaning as defined in
     Section 280G of the Internal Revenue Code of 1986, or any successor section
     of similar import.

          (e) Compliance with Minimum Capital Requirements.  Notwithstanding
              --------------------------------------------
     the provisions of (a) and (b) above, no payments shall be made hereunder if
     the Association is not in capital compliance with its minimum capital
     requirements or if such payments would cause the

                                      -5-
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     Association's capital to be reduced below its minimum capital requirements,
     such payments shall be deferred until such time as the Association is in
     capital compliance, and provided further, that in no event shall total
     severance compensation from all sources exceed three times a Participant's
     base salary for the immediately preceding year.


          (f)  Mitigation of Benefits.  The Participant shall not be required to
               ----------------------
     mitigate the amount of the Severance Payments by seeking other employment
     or otherwise, nor shall the amount of such Severance Payments be reduced by
     any compensation earned by the Participant as a result of employment after
     termination of employment by an Employer.

     4.4  Time of Severance Payment
          -------------------------

     The Severance Payments to which a Participant is entitled shall be paid by
the Employer to the Participant, in cash, either in full, bi-weekly, or
annually, at the election of the Participant, commencing  not later than ten
(10) days after the termination of the Participant's employment.  If any
Participant should die before all amounts have been paid, such unpaid amounts
shall be paid to  the Participant's named beneficiary, if living, otherwise to
the personal representative of the Participant's estate.

                                   ARTICLE V
                    OTHER RIGHTS AND BENEFITS NOT AFFECTED

     5.1  Other Benefits
          --------------

     Except to the extent a Participant shall voluntarily agree otherwise,
neither the provisions of this Plan nor the Severance Payments provided for
hereunder shall reduce any amounts otherwise payable, or in any way diminish the
Participant's rights as an Officer or Employee of an Employer, whether existing
now or hereafter, under any benefit, incentive, retirement, stock option, stock
bonus, stock ownership or any employment agreement or other plan or arrangement.

     5.2  Employment Status
          -----------------

     This Plan does not constitute a contract of employment or impose on the
Participant or the Participant's Employer any obligation to retain the
Participant as an Officer or Employee, to change the status of the Participant's
employment, or to change the Association's policies regarding termination of
employment. This Plan only applies if there has been a Change in Control.

                                  ARTICLE VI
                            PARTICIPATING EMPLOYERS

     6.1  Upon approval by the Board, this Plan may be adopted by the Company of
the Association. Upon such adoption, the Company shall become an Employer
hereunder and the provisions of the Plan shall be fully applicable to the
Officers and Employees of that Company.

                                  ARTICLE VII
                         SUCCESSOR TO THE ASSOCIATION

     7.1  The Association shall require any successor or assignee, whether
direct or indirect, by purchase, merger, consolidation or otherwise, to all or
substantially all the business or assets of the Association, expressly and
unconditionally to assume and agree to perform the Association's obligations

                                      -6-
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under this Plan, in the same manner and to the same extent that the Association
would be required to perform if no such succession or assignment had taken
place.

                                 ARTICLE VIII
                      DURATION, AMENDMENT AND TERMINATION

     8.1  Duration of Plan
          ----------------

     The term of this Plan shall be deemed to have commenced as of the date
first above written and shall continue for a period of thirty-six (36) full
calendar months thereafter.  Commencing on the first anniversary date of this
Plan and continuing at each anniversary date thereafter, the Board may extend
the Plan for an additional year.

     If a Change in Control occurs, this Plan shall continue in full force and
effect, and shall not terminate or expire until two years after the occurrence
of a Change in Control.

     8.2  Amendment and Termination
          -------------------------

     The Plan may be terminated or amended in any respect by resolution adopted
by two-thirds of the Board, unless a Change in Control has previously occurred.
If a Change in Control occurs, the Plan no longer shall be subject to amendment,
change, substitution, deletion, revocation or termination in any respect
whatsoever.

     8.3  Form of Amendment
          -----------------

     The form of any proper amendment or termination of the Plan shall be a
written instrument signed by a duly authorized officer or officers of the
Association, certifying that the amendment or termination has been approved by
the Board.  A proper amendment of the Plan automatically shall effect a
corresponding amendment to all Participant's rights hereunder.  A proper
termination of the Plan automatically shall effect a termination of all
Participants' rights and benefits hereunder.

                                  ARTICLE IX
                              REQUIRED PROVISIONS
                                   [to come]

                                      -7-
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                                   ARTICLE X
                            LEGAL FEES AND EXPENSES

     9.1  The Association shall pay all reasonable legal fees, costs of
litigation, and other reasonable expenses incurred by each Participant who is
successful in a challenge resulting from the Association's refusal to make the
Severance Payment to which the Participant becomes entitled under this Plan, or
as a result of the Association's contesting the validity, enforceability or
interpretation of the Plan.

                                  ARTICLE XI
                                  ARBITRATION

     10.1 Each Participant shall have the right and option to elect (in lieu of
litigation) to have any dispute or controversy arising under or in connection
with the Plan settled by arbitration, conducted before a panel of three
arbitrators sitting in a location selected by the Participant within fifty (50)
miles from the location of the Association, in accordance with rules of the
American Arbitration Association then in effect. Judgment may be entered on the
award of the arbitrator in any court having jurisdiction.  All expenses of such
arbitration, including the reasonable fees and expenses of the counsel for the
Participant, shall be borne by the Association.


     IN WITNESS WHEREOF, the Association has caused this Plan to be executed and
its seal affixed hereunto by its duly authorized officers  this _____ day of
_________________, _______.


ATTEST:                             CHESTERFIELD FEDERAL SAVINGS
                                    AND LOAN ASSOCIATION


                                    By:
__________________                      ___________________________
Secretary                               Authorized Officer

[SEAL]

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