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                                                                   EXHIBIT 10.6


                              CHESTER NATIONAL BANK
                   AMENDED AND RESTATED DIRECTOR EMERITUS PLAN
                                DECEMBER 9, 1997

1.       Description of Plan.

                  Chester National Bank, a national bank and successor to
Chester Savings Bank, F.S.B.(the "Bank"), has implemented this Director Emeritus
Plan (this "Plan"), originally effective as of January 18, 1996, and amended and
restated as of August 1, 1996 and December 9, 1997, in order to compensate and
reward the directors of the Bank who have given many valuable years of service
as directors of the Bank and who have contributed to the success and financial
stability of the Bank.

2.       Eligibility for Director Emeritus Status.

                  A. Upon expiration of the term of a director of the Bank who
has attained eighty-one (81) years of age, such director of the Bank (i) shall
be designated a Director Emeritus, and (ii) shall not be eligible for
re-election as a director of the Bank.

                  B. Each director of the Bank that has been a director of the
Bank for 15 years or greater shall be designated a Director Emeritus at the time
of retirement.

                  C. Any director of the Bank who dies prior to achieving
Director Emeritus status shall not be designated a Director Emeritus and his or
her estate shall not be entitled to fees or benefits under this Plan.

3.       Director Emeritus Fees

                  A. Each Director Emeritus shall be entitled to receive a
Director Emeritus benefit (the "Director Emeritus Benefit") equal to a Director
Emeritus fee (the "Director Emeritus Fee") on an annual basis for a period of
five (5) years following designation as a Director Emeritus. The annual Director
Emeritus Fee shall be equal to the product of (i) $300.00 multiplied by (ii) the
number of full years of service as a director of the Bank. For purposes of
calculating the number of years of service as a director of the Bank, credit
shall be given for years of service as a director of any predecessor, by merger
or otherwise, of the Bank (e.g. Heritage Federal Savings and Loan Association of
Sparta, Illinois and its predecessors). The first Director Emeritus Fee shall be
due and payable on the latter of (i) the first anniversary of designation as a
Director Emeritus, and (ii) the date on which the Director Emeritus attains
sixty-five (65) years of age. Each remaining Director Emeritus Fee shall be due
and payable each year on the anniversary of payment of the first Director
Emeritus Fee.

                  B. In the event of the death of a Director Emeritus prior to
the payment by the Bank of the entire Director Emeritus Benefit, the Bank will
pay the estate of the Director Emeritus a lump-sum final payment (the "Final
Payment") equal to the lesser of (i) three (3) times the Director Emeritus Fee
or (ii) the remaining Director Emeritus Benefit. Payment by the Bank of the
Final Payment will be in complete satisfaction of the Bank's obligations under
this Plan to


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 pay the Director Emeritus Benefit.

                  C. Notwithstanding anything else contained herein, no Director
Emeritus shall be entitled or allowed to receive any Director Emeritus Fee or
Director Emeritus Benefit hereunder while such Director Emeritus is receiving
payments from a separate retirement or other pension type benefit plan of the
Bank.

4.       Designation of Beneficiary.

                  Each Director Emeritus may designate one or more beneficiaries
to receive all sums due under Section 3.B upon his or her death. Such
beneficiary designation may be revoked or amended by such Director Emeritus,
from time to time, by appropriate notice in writing delivered to the Bank. In
the absence of any beneficiary designation or in the event that the designated
beneficiaries shall not be living at the time of death of the Director Emeritus,
the Final Payment on the date of death of the Director Emeritus shall be payable
and delivered to the estate of such deceased Director Emeritus.

5.       Incapacity.

                  In the event that any person to whom Director Emeritus Fees
are distributable under the terms of this Plan shall be unable to properly
manage his or her own affairs by reason of incapacity, all amounts payable
hereunder may be paid to a duly appointed personal representative, conservator
or guardian or to any person, firm or corporation furnishing or providing
support and maintenance to such person to whom Director Emeritus Fees are
distributable. The Bank and its officers and employees shall be fully and
completely exonerated from any and all liability to any Director Emeritus upon
making payment in accordance with the terms of this paragraph.

6.       Alienation.

                  No right or payment under this Plan shall be subject to
anticipation, alienation, sale, assignment, pledge, encumbrance or charge, and
any attempt to anticipate, alienate, sell, assign, pledge, encumber or charge
the same shall be null and void. No right or payment hereunder shall be liable
for or subject to the debts, contracts, liabilities or torts of the person
entitled to such benefit. If any participant or beneficiary hereunder should
become bankrupt or attempt to anticipate, alienate, sell, assign, pledge,
encumber or charge any right or payment hereunder, then such right or payment
shall, in the discretion of the Bank terminate. In such a case, the Bank may
hold or apply the same or any part thereof for the benefit of the participant or
beneficiary, his or her spouse, children or other dependents, or any of them, in
such manner and in such proportion as the Bank shall determine, and their
decision shall be final, conclusive and binding upon all persons involved.






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7.       Administration.

                  The Bank's Board of Directors shall designate a person or
persons to serve as a committee ("Committee") to administer the Plan. The
Committee shall have full power and authority to administer, construe and
interpret this Plan. The Committee may, from time to time, name a Bank employee
to administer, construe or interpret the terms of the Plan. The decisions of the
Committee concerning the administration, construction and interpretation of this
Plan shall be final, conclusive and binding upon all parties involved, including
the successors and assigns of the Bank. Payments required to be made under
Section 3.B shall be made as soon as practicable after the death of the Director
Emeritus.

8.       Claims Procedure

                  A. A Participant who believes that he or she is being denied a
benefit to which he or she is entitled (hereinafter referred to as "Claimant")
may file a written request for such benefit with the Bank setting forth his or
her claim. The request must be addressed to: Chester National Bank, Director
Emeritus Plan, 1112 State Street, Chester, Illinois 62233, Attention: Plan
Administrator.

                  B. Upon receipt of a claim the Bank shall advise the Claimant
that a reply will be forthcoming within ninety (90) days and shall in fact
deliver such reply in writing within such period. The Bank may, however, extend
the reply period for an additional ninety (90) days for reasonable cause. If the
claim is denied in whole or in part, the Bank will adopt a written opinion using
language calculated to be understood by the Claimant setting forth:

                             1.     the specific reason or reasons for denial,

                             2.     the specific references to pertinent Plan 
                  provisions on which the denial is
                  based,

                             3. a description of any additional material or
                  information necessary for the Claimant to perfect the claim
                  and an explanation why such material or such information is
                  necessary,

                             4.     appropriate information as to the steps to
                  be taken if the Claimant wishes to
                  submit the claim for review, and

                             5. the time limits for requesting a review under
                  Subsection C and for the review under Subsection D.

                  C. Within sixty (60) days after the receipt by the Claimant of
the written opinion described above, the Claimant may request in writing that
the President of the Bank review the determination of the Bank. Such request
must be addressed to: President, Chester National Bank, 1112 State Street,
Chester, Illinois 62233. The Claimant or his or her duly authorized
representative may, but need not, review the pertinent documents and submit
issues







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and comments in writing for consideration by the President.

                  D. Within sixty (60) days after the President's receipt of a
request for review, he or she will review the Bank's determination. After
considering all materials presented by the Claimant, the President will render a
written opinion, written in a manner calculated to be understood by the
Claimant, setting forth the specific reasons for the decision and containing
specific references to the pertinent Plan provisions on which the decision is
based. If special circumstances require that the sixty-day time period be
extended, the President will so notify the Claimant and will render the decision
as soon as possible but not later than one hundred twenty (120) days after
receipt of the request for review.

                  E. If the Claimant is the President, then all references in
this Section 8 to the President shall be deemed to be references to the Chairman
of the Board.

9.       Amendment and Termination.

                  The Committee may at any time amend or terminate this Plan
with respect to Director Emeritus Fees earned on or after the date of amendment
or termination. No action of the Committee may permit anyone other than the
directors of the Bank eligible under Section 2 to participate in the Plan or
withdraw the administration of the Plan from the Committee or the Administrator.

10.      Funding.

                  The benefits contemplated hereunder shall not be funded by
trust or otherwise, but shall be treated as a general expense of the Bank;
provided, however, the Bank may purchase insurance to fund the Bank's
obligations under this Plan.

11.      Service of Process and Plan Administrator.

                  A.         The President of the Bank shall be the agent for 
                             service or legal process.

                  B.         The Bank shall constitute the Plan Administrator.

12.      Governing Law.

                  The Plan shall be governed and construed according to the laws
of the State of Illinois.

13.      Effective Date.

                  The Plan shall take effect January 18, 1996, and shall apply,
in accordance with its terms and conditions, to any director of the Bank who
achieves Director Emeritus status thereafter.






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                  IN WITNESS WHEREOF, the Bank has caused this Agreement to be
executed by one of its duly authorized officers as of the day and year above
written.



                                           CHESTER NATIONAL BANK


                                           By /s/ Michael W. Welge
                                             ----------------------
                                               Michael W. Welge
                                                President







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