<PAGE>
                                                                     EXHIBIT 4.2


                EMPLOYEES' SAVINGS AND PROFIT SHARING TRUST FUND

                                       OF

                             BANK OF MONTREAL/HARRIS

                     (As Restated Effective January 1, 1976
             And As Amended Through the Fifteenth Amendment Thereof)
<PAGE>
                             TABLE OF CONTENTS

<TABLE>
<S>                                                                          <C>
ARTICLE I .................................................................    2
      Name ................................................................    2

ARTICLE II ................................................................    3
      The Employers .......................................................    3

ARTICLE III ...............................................................    3
      Use of Terms ........................................................    3

ARTICLE IV ................................................................    3
      Relating to the Committees ..........................................    3
            IV-1   Benefits Administration Committee ......................    3
            IV-2   Benefits Investment Committee ..........................    4
            IV-3   Investment Committee's General Powers, Rights and
                   Duties .................................................    4
            IV-4   Manner of Action of Investment Committee ...............    5
            IV-5   Resignation or Removal of Investment Committee
                   Members ................................................    6
            IV-6   Investment Committee Expenses ..........................    6

ARTICLE V .................................................................    6
      Relating to the Trustee .............................................    6
            V-1    The Trust Fund .........................................    6
            V-2    The Investment Funds ...................................    6
            V-3    General Management Powers ..............................    7
            V-4    Common Fund ............................................   12
            V-5    Compensation and Expenses ..............................   13
            V-6    Bond ...................................................   13
            V-7    Qualification Under Internal Revenue Code ..............   13
            V-8    Investment Managers ....................................   14
            V-9    Voting or Tender of Employer Stock .....................   14

ARTICLE VI ................................................................   19
      Miscellaneous .......................................................   19
            VI-1   Third Parties ..........................................   19
            VI-2   Courts .................................................   19
            VI-3   No Reversion in Employers ..............................   20
            VI-4   Participants' Interests Not Assignable .................   20
            VI-5   Controlling Law ........................................   21
            VI-6   Liabilities Mutually Exclusive .........................   21
</TABLE>


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<TABLE>
<S>                                                                          <C>
            VI-7   Indemnification ........................................   21
            VI-8   Waiver of Notice .......................................   22
            VI-9   Successors .............................................   22
            VI-10  Counterparts ...........................................   22
            VI-11  Gender and Number ......................................   22
            VI-12  Trustee's Decision Final ...............................   22
            VI-13  Action by Employers ....................................   23

ARTICLE VII ...............................................................   23
      Incorporation of Collective Investment Trusts .......................   23

ARTICLE VIII ..............................................................   23
      Change in Trustee ...................................................   23
            VIII-1 Resignation ............................................   23
            VIII-2 Removal of Trustee and Appointment of Successor Trustees   24
            VIII-3 Duties of Resigning or Removed Trustee and of Successor
                   Trustees ...............................................   24

ARTICLE IX ................................................................   24
      Amendment and Discontinuance ........................................   24
            IX-1  Amendment ...............................................   24
            IX-2  Discontinuance ..........................................   25
</TABLE>


                                      -ii-
<PAGE>
                EMPLOYEES' SAVINGS AND PROFIT SHARING TRUST FUND

                                       OF

                             BANK OF MONTREAL/HARRIS

               (As Amended and Restated Effective January 1, 1976)


            THIS AGREEMENT, dated as of the 26th day of December, 1975, by and
between HARRIS TRUST AND SAVINGS BANK, in its individual capacity (the "Bank"),
HARRIS BANKCORP, INC. (the "Company"), HARRISCORP FINANCE, INC., HARRIS BANK
INTERNATIONAL CORPORATION, HARRISCORP LEASING, INC. and such other subsidiaries
and affiliates of the Company which hereafter become parties hereto and HARRIS
TRUST AND SAVINGS BANK [not individually but in its capacity as trustee (the
"Trustee")];

                                WITNESSETH THAT:

            WHEREAS, by trust agreement dated as of January 1, 1916, the Bank
established the EMPLOYEES' SAVINGS AND PROFIT SHARING TRUST FUND NUMBER ONE OF
THE HARRIS TRUST AND SAVINGS BANK ("Fund Number One"), and by trust agreement
dated as of January 2, 1940, the Bank established the EMPLOYEES' SAVINGS AND
PROFIT SHARING TRUST FUND NUMBER TWO OF THE HARRIS TRUST AND SAVINGS BANK ("Fund
Number Two"); and

            WHEREAS, by trust agreement dated as of November 12, 1959, the Bank
effected a consolidation of Fund Number One and Fund Number Two, which trust
agreement was designated as EMPLOYEES' SAVINGS AND PROFIT SHARING TRUST FUND OF
HARRIS TRUST AND SAVINGS BANK; and

            WHEREAS, as of November 12, 1959, the Bank's Savings and Profit
Sharing Plan formerly incorporated in the trust agreements evidencing Fund
Number One and Fund Number Two was set forth as a separate document and
designated as EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN OF HARRIS TRUST AND
SAVINGS BANK; and

            WHEREAS, the said trust agreement as of November 12, 1959 and the
said plan subsequently were amended from time to time and the said trust
agreement, as amended, is now set forth in a trust agreement executed on
December 15, 1972; and


                                      -1-
<PAGE>
            WHEREAS, it is now deemed advisable to further amend the said
trust agreement and plan; and

            WHEREAS, it is believed that the amendments which are to be made
will be better reflected and understood if the said trust agreement executed on
December 15, 1972 and the said plan, both as amended, are entirely restated.

            NOW, THEREFORE, pursuant to the authority vested in the undersigned
officers of the Bank by resolution adopted by the Board of Directors of the Bank
and by virtue and in exercise of the power reserved to the Bank by paragraph
VIII-1 of the said trust agreement executed on December 15, 1972 and subsection
15.2 of the said plan, both as amended, the said plan has been further amended
and restated and is known as EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN OF BANK
OF MONTREAL/ HARRIS (formerly known as "Employees' Savings and Profit Sharing
Plan of Harris Trust and Savings Bank and Affiliated Companies"); which as
amended from time to time will be identified by the Secretary or an Assistant
Secretary of the Bank and filed with the Trustee, and will be referred to as the
"Plan," and it is agreed between the parties hereto that the said trust
agreement executed on December 15, 1972 be and it hereby is further amended and
entirely restated by this agreement and henceforth this Trust Agreement shall
constitute a part of the Plan.

            IT IS FURTHER AGREED, as follows:


                                    ARTICLE I

                                      NAME

            The Trust Fund hereby evidenced may be referred to as EMPLOYEES'
SAVINGS AND PROFIT SHARING TRUST FUND OF BANK OF MONTREAL/ HARRIS (formerly
known as "Employees' Savings and Profit Sharing Trust Fund of Harris Trust and
Savings Bank and Affiliated Companies").


                                   ARTICLE II

                                  THE EMPLOYERS

            The Bank, the Company, Harriscorp Finance, Inc., Harris Bank
International Corporation, Harriscorp Leasing, Inc. and any other
subsidiaries or affiliates of the Company that hereafter adopt the Plan,
as provided in the Plan, are referred to


                                      -2-
<PAGE>
below collectively as the "Employers" and may sometimes be referred to
individually as an "Employer."


                                   ARTICLE III

                                  USE OF TERMS

            The terms "herein," "hereunder," and similar terms mean this Trust
Agreement and do not include the Plan, but unless qualified by the context or
otherwise defined in this Trust Agreement or the Plan, a word, term or phrase
defined either in the Plan or this Trust Agreement is similarly defined for
purposes of the other.


                                   ARTICLE IV

                           RELATING TO THE COMMITTEES


IV-1  BENEFITS ADMINISTRATION COMMITTEE

            The Harris Benefits Administration Committee (the "Committee")
consisting of five or more persons shall be appointed by the Bank as "plan
administrator" to administer the Plan. The Secretary of the Bank shall certify
to the Trustee from time to time each member of the Committee, the person who is
designated by the Bank as the Chairperson of the Committee and the person who is
selected as the Secretary of the Committee. Except as otherwise specifically
provided and in addition to the powers, rights and duties granted to the
Committee in this Trust Agreement, the Committee shall have the powers, rights
and duties specified in the Plan.


IV-2  BENEFITS INVESTMENT COMMITTEE

            The Harris Benefits Investment Committee (the "Investment
Committee") consisting of five or more persons shall be appointed by the Bank to
coordinate the investment practices of the Plan. The Secretary of the Bank shall
certify to the Trustee from time to time each member of the Investment
Committee, the person who is designated by the Bank as the Chairperson of the
Investment Committee and the person who is selected as Secretary of the
Investment Committee.


                                      -3-
<PAGE>
IV-3  INVESTMENT COMMITTEE'S GENERAL POWERS, RIGHTS AND DUTIES

            Except as otherwise specifically provided and in addition to the
powers, rights and duties specifically given to the Investment Committee
elsewhere in the Plan and the Trust Agreement, the Investment Committee shall
have the following discretionary powers, rights and duties:

            (a)   To select a secretary, if it believes it advisable, who may
                  but need not be an Investment Committee member.

            (b)   To establish and administer an investment policy for the Plan
                  and the Investment Funds.

            (c)   To furnish the Employers, upon request, such reports with
                  respect to the investments of the Plan as are reasonable and
                  appropriate.

            (d)   To receive and review reports of the financial condition and
                  of the receipts and disbursements of the Trust Fund from the
                  Trustee.

            (e)   To direct the Trustee to establish additional Investment Funds
                  or to terminate any of the Investment Funds as it shall from
                  time to time consider appropriate and in the best interests of
                  the Participants in the Plan.

            (f)   To appoint or employ investment managers to manage any part or
                  all of the Plan's assets.

            (g)   To select and employ agents, attorneys, accountants or other
                  persons (who also may be employed by the Employers) and to
                  allocate or delegate to them such powers, rights and duties as
                  the Investment Committee may consider necessary or advisable
                  to properly carry out its administration of the Plan and this
                  Trust, provided that such allocation or delegation and the
                  acceptance thereof by such agents, attorneys, accountants or
                  other persons, shall be in writing.


IV-4  MANNER OF ACTION OF INVESTMENT COMMITTEE

            The following provisions apply where the context admits:


                                      -4-
<PAGE>
            (a)   An Investment Committee member by writing may delegate any or
                  all of his rights, powers, duties and discretions to any other
                  member, with the consent of the latter.

            (b)   The Investment Committee members may act by meeting or by
                  writing signed without meeting, and may sign any document by
                  signing one document or counterpart documents.

            (c)   An action or a decision of a majority of the members of the
                  Investment Committee as to a matter shall be as effective as
                  if taken or made by all members of the Investment Committee.

            (d)   If, because of the number qualified to act, there is an even
                  division of opinion among the Investment Committee members as
                  to a matter, a disinterested party selected by the Investment
                  Committee shall decide the matter and his decision shall
                  control.

            (e)   Except as otherwise provided by law, no member of the
                  Investment Committee shall be liable or responsible for an act
                  or omission of the other Investment Committee members in which
                  the former has not concurred.

            (f)   The certificate of the Chairperson or of the Secretary of the
                  Investment Committee or of a majority of the Investment
                  Committee members that the Investment Committee has taken or
                  authorized any action shall be conclusive in favor of any
                  person relying on the certificate.


IV-5  RESIGNATION OR REMOVAL OF INVESTMENT COMMITTEE MEMBERS

            A member of the Investment Committee may be removed by the Bank at
any time by ten days' prior written notice to him and the other members of the
Investment Committee. A member of the Investment Committee may resign at any
time by giving ten days' prior written notice to the Bank and the other members
of the Investment Committee. The Bank may fill any vacancy in the membership of
the Investment Committee; provided, however, that if a vacancy reduces the
membership of the Investment Committee to less than five, such vacancy shall be
filled as soon as practicable. The Bank shall give prompt written notice thereof
to the other members of the Investment Committee. Until any such vacancy is
filled, the remaining members may exercise all of the powers, rights and duties
conferred on the Investment Committee.


                                      -5-
<PAGE>
IV-6  INVESTMENT COMMITTEE EXPENSES

            All costs, charges and expenses reasonably incurred by the
Investment Committee will be paid from the Trust Fund pursuant to paragraph V-5
unless paid by the Employers in such proportions as the Bank may direct. No
compensation will be paid to an Investment Committee member as such.


                                    ARTICLE V

                             RELATING TO THE TRUSTEE


V-1   THE TRUST FUND

            Unless the context clearly implies or indicates the contrary, the
term "Trust Fund" comprises all money, stocks, bonds, securities and other
property held or acquired by the Trustee under this Trust Agreement and the
Plan. The Trustee shall receive, hold, administer and dispose of all properties
and assets of the Trust Fund as Trustee in accordance with the terms of this
Trust Agreement and the Plan.


V-2   THE INVESTMENT FUNDS

            The Trust Fund shall consist of such Investment Funds as the
Investment Committee shall determine from time to time. Pending investment,
reinvestment or distribution as provided in the Plan, the Trustee may
temporarily retain the assets of any one or more of the Investment Funds in
cash, commercial paper, short-term obligations, or undivided interests or
participations in common or collective short-term investment funds. Any
Investment Fund may be partially or entirely invested in any common or
commingled fund or in any group annuity, deposit administration or separate
account contract issued by a legal reserve life insurance company which is
invested generally in property of the kind specified for the Investment Fund.
The Investment Committee, in its discretion, may direct the Trustee to establish
such Investment Funds or to terminate any of the Investment Funds as it shall
from time to time consider appropriate and in the best interests of the
Participants.


V-3   GENERAL MANAGEMENT POWERS

            In the administration of the Plan and this Trust Agreement and as
respects the Trust Fund, subject only to the limitations expressly provided in
this Trust Agreement or the Plan, the Trustee shall discharge its duties solely
in the interests of Plan Participants


                                      -6-
<PAGE>
and their beneficiaries and for the exclusive purpose of providing benefits to
Participants and their beneficiaries, and of defraying reasonable expenses of
administering the Plan and Trust Fund, with the care, skill, prudence and
diligence under the circumstances then prevailing that a prudent man acting in a
like capacity and familiar with such matters would use in the conduct of an
enterprise of a like character with like aims, and the Trustee shall have the
following powers, rights and duties in addition to those vested in it elsewhere
in this Trust Agreement, the Plan or by law:

            (a)   Subject to the applicable limitations of subparagraph (c)
                  below and the specific investment requirements for the various
                  Investment Funds:

                  (i)   At the direction of the Committee, to receive, hold and
                        invest any funds or other property transferred to the
                        Trustee from:

                        (A)   any other Trust Fund covering employees or future
                              employees of an Employer and which is intended to
                              meet the requirements of Section 401(a) of the
                              Internal Revenue Code;

                        (B)   an employee of an Employer if such funds or
                              property qualify as a rollover amount described in
                              Section 402(a)(5) of the Internal Revenue Code; or

                        (C)   an individual retirement account or an individual
                              retirement annuity if such funds or property
                              qualify as a rollover contribution described in
                              Section 408(d)(3) of the Internal Revenue Code;

                        and to allocate, credit and distribute any such funds
                        and other property so transferred in accordance with the
                        terms of the Plan.

                  (ii)  To manage, sell, contract to sell, grant options to
                        purchase, convey, exchange, transfer, abandon, improve,
                        repair, insure, lease for any


                                      -7-
<PAGE>
                        term even though commencing in the future or extending
                        beyond the term of the Trust Fund, and otherwise deal
                        with all property, real or personal, in such manner, for
                        such considerations and on such terms and conditions as
                        the Trustee shall decide.

                  (iii) At the direction of the Committee, to transfer any funds
                        or other property from the Trust Fund to any other trust
                        fund forming a part of a plan covering a former employee
                        or employees of an Employer, provided said trust fund
                        forms a part of a defined contribution plan intended to
                        meet the requirements of Section 401(a) of the Internal
                        Revenue Code and is an "exempt trust" under Section
                        501(a) of the Internal Revenue Code.

            (b)   To retain in cash so much of the Trust Fund as the Trustee
                  deems advisable without liability for interest, and the
                  Trustee shall deposit any cash so retained with the Bank or
                  such other depositary as it may select, and insofar as
                  practicable the Trustee also shall deposit for safekeeping
                  with the Bank or other depositary from time to time selected
                  by it, all other properties and assets of the Trust Fund,
                  including documents and evidences of claims, debts, title
                  interest or ownership.

            (c)   To invest and reinvest the balance of the Trust Fund in any
                  shares of stock, bonds, mortgages, mutual fund shares
                  (including shares of the Harris Insight Funds), notes or other
                  property of any kind, real or personal, including any stock
                  issued by an Employer which is a qualifying employer security
                  under Section 407(d)(5) of ERISA ("Employer Stock"), and to
                  diversify such investments (other than Employer Stock) so as
                  to minimize the risk of large losses, unless under the
                  circumstances it is clearly prudent not to do so.

            (d)   To apply for, pay premiums on and maintain individual ordinary
                  or term life insurance policies, dental insurance policies and
                  health and accident policies (referred to herein as
                  "policies") for the benefit of Participants and to have with


                                      -8-
<PAGE>
                  respect to such policies all of the rights, powers, options,
                  privileges and benefits usually comprised in the term
                  "incidents of ownership" and normally vested in an insured or
                  owner of such policies.

            (e)   To the extent permitted by law, to borrow from anyone any
                  amount or amounts and, for that purpose, to mortgage or pledge
                  all or any part of the assets of the Trust Fund as security
                  for the repayment of such loan.

            (f)   To have with respect to the Trust Fund all of the rights of an
                  individual owner, including the power to give proxies, to join
                  in, dissent from, or oppose any voting trusts, mergers,
                  consolidations, foreclosures, reorganizations or liquidations
                  or other changes in the financial structure of any corporation
                  and to exercise or sell any stock subscription or conversion
                  rights; provided, however, that the Trustee shall vote shares
                  of, and respond to a tender or exchange offer for, Employer
                  Stock only in accordance with the provisions of paragraph V-9
                  of the Trust.

            (g)   To hold any securities or other property in the name of the
                  Trustee or its nominee, or in such other form as it may deem
                  best, with or without disclosing the trust relationship;
                  provided, however, that except as authorized by regulations
                  issued by the Secretary of Labor, the indicia of ownership of
                  the assets of the Trust Fund shall not be maintained outside
                  the jurisdiction of the district courts of the United States.

            (h)   To determine on each accounting date and each valuation date,
                  or as soon thereafter as practicable, the net worth of each
                  Investment Fund (that is to say, the fair market value of all
                  assets comprising the Investment Fund, less liabilities, if
                  any, exclusive of liabilities to Participants, determined in
                  accordance with recognized accounting principles and
                  practices) as of that date; and, for that purpose, the term
                  "market value" means the value determined by the Trustee on
                  the basis of current market prices and quotations for the
                  particular asset or assets as of the date the value is being
                  determined by the Trustee, but if no sale or sales of such
                  asset or assets on a recognized Exchange were reported on such
                  date or if in the Trustee's opinion the quotation or last


                                      -9-
<PAGE>
                  reported sale does not correctly reflect market value, the
                  Trustee shall determine such market value on the basis of such
                  evidence, data or information as it considers pertinent and
                  reliable, and its judgment shall be conclusive on all persons.

            (i)   To furnish to the Bank at least annually, a statement of
                  account showing the condition of each Investment Fund and all
                  investments, receipts, disbursements and other transactions
                  effected by the Trustee during the period covered by the
                  statement, and also stating the assets of each Investment Fund
                  held at the end of such period, which account shall be
                  conclusive on all persons, including the Employers, except as
                  to any act or transaction concerning which the Bank files with
                  the Trustee written exceptions or objections within one
                  hundred eighty days after receipt thereof, and the approval of
                  any account, act or procedure by the Bank shall be a full
                  acquittance and discharge to the Trustee with respect thereto.

            (j)   To employ agents, counsel, accountants or other persons (who
                  also may be employed by any Employer or include any Employer),
                  to pay them a reasonable compensation, and to delegate to them
                  such of the Trustee's powers as it considers desirable, and,
                  except to the extent expressly provided to the contrary by the
                  Employee Retirement Income Security Act of 1974, to act or
                  refrain from acting on the advice or opinion of reputable
                  agents, counsel, accountants, or other persons selected as
                  above with reasonable diligence, without liability for so
                  doing and without court action.

            (k)   To make payments from the Trust Fund as directed by the
                  Committee without inquiring as to whether any payee is
                  entitled thereto or as to whether it is proper and without
                  liability for a payment made in good faith without actual
                  notice or knowledge of the changed condition or status of the
                  payee. The Trustee also may retain any funds or property
                  subject to any dispute without liability for the payment of
                  interest and may decline to make payment or delivery thereof
                  until final adjudication is made by a court of competent
                  jurisdiction.


                                      -10-
<PAGE>
            (l)   To compromise, contest, arbitrate, or abandon claims and
                  demands, all in its discretion.

            (m)   To pay any estate, inheritance, income, or other tax, charge,
                  or assessment attributable to any benefit payable under the
                  Plan out of such benefit after giving the Committee notice as
                  far in advance as practicable; to defer making payment of any
                  such tax, charge, or assessment if it is indemnified to its
                  satisfaction in the premises; and to require before making any
                  payment such release or other document from any lawful taxing
                  authority and such indemnity from the intended payee as the
                  Trustee considers necessary for its protection.

            (n)   To buy and sell interest rate futures contracts traded on a
                  regulated exchange which are offset by cash reserves or
                  counterbalanced against deliverable grade financial
                  instruments held by the Trustee, with respect to the
                  specifications of the futures contracts utilized; and to close
                  out any open interest rate futures contract position prior to
                  the contract's delivery month.

            (o)   To engage in the lending of securities to banks and
                  brokerdealers approved by the Trustee, pursuant to regulations
                  of the Department of Labor and any other applicable regulatory
                  authority.

            (p)   To buy and sell stock index futures contracts traded on a
                  regulated exchange which are offset by cash reserves or
                  counterbalanced against appropriate common stocks; and to
                  close out any open stock index futures contract position prior
                  to the contract's settlement date.

            (q)   To sell publicly traded stock short through a broker.

            (r)   To perform any and all other acts in its judgment necessary or
                  appropriate for the proper and advantageous management,
                  investment and distribution of the Trust Fund.


V-4   COMMON FUND

            The Trustee shall not be required to make any separate investment of
the Trust Fund or any Investment Fund thereof for the account of the Plan as
applied to the


                                      -11-
<PAGE>
several Employers and their respective employees and may administer and invest
the contributions made by all Employers and Participants under the Plan as one
Trust Fund or as one or more Investment Funds. If, for any reason, it becomes
necessary to determine as of any date the portion of the Trust Fund or any
Investment Fund allocable to employees and former employees of an Employer, the
Trustee shall specify such date as a valuation date and, after all adjustments
required as of that date have been made, such portion of the Trust Fund or
Investment Fund shall consist of an amount equal to the aggregate of the account
balances of the employees and former employees of that Employer credited to such
Fund.


V-5   COMPENSATION AND EXPENSES


            No compensation shall be payable in cash to the Trustee as such by
the Bank, but appropriate entries may be made on the Bank's books to properly
reflect the cost of administering funds transferred to the Trustee with respect
to Bank employees or former employees or dedicated hereunder by the Bank. A
reasonable compensation to the Trustee in such amount as may be agreed upon from
time to time between the Trustee and any Employer (other than the Bank) shall be
paid to the Trustee by such Employer or may be charged to the portion of the
Trust Fund allocable to employees of such Employer. All reasonable costs and
expenses incurred by the Trustee, the Investment Committee, the Committee and
the Employers with respect to this Trust or the Plan, shall be paid from the
Trust Fund to the extent determined by the Bank. Such costs and expenses shall
include, but shall not be limited to, reasonable compensation to agents,
attorneys, actuaries, accountants and other persons employed by the Trustee, the
Employers, the Investment Committee or the Committee; reimbursement to the
Employers for Plan administrative costs such as printing costs, audit fees, and
other expenses incurred in complying with reporting and disclosure requirements;
and reimbursement for reasonable compensation paid to employees of the Employers
and other employment costs paid by the Employers attributable to services such
employees render pursuant to duties and responsibilities delegated to them by
the Investment Committee, the Committee, the Employers or the Trustee with
respect to this Trust or the Plan. To the extent such amounts are not paid from
the Trust Fund, they shall be paid by the Employers in such proportions as the
Bank may direct. Expenses incurred in connection with the sale, investment and
reinvestment of the Trust Fund (such as brokerage, postage, express and
insurance charges and transfer taxes) shall be paid from the Investment Fund to
which they are attributable.


V-6   BOND

            Except as may otherwise be required under any Federal or State law,
the Trustee hereunder shall not be required to furnish any official bond or
other security.


                                      -12-
<PAGE>

V-7      QUALIFICATION UNDER INTERNAL REVENUE CODE

                  Until advised to the contrary, the Trustee may assume that
this Trust is entitled to tax exemption under Section 501(a) of the Internal
Revenue Code of 1954 or under any comparable Section or Sections of future
legislation that amend, supplement or supersede said Section 501(a).

V-8      INVESTMENT MANAGERS

                  The Investment Committee may appoint one or more investment
managers to manage the investment of any part or all of the assets of the Trust
Fund. Except as otherwise provided by law, the Trustee shall have no obligation
for investment of any assets of the Trust Fund which are subject to management
by an investment manager. Appointment of an investment manager shall be made by
written notice to the investment manager and the Trustee, which notice shall
specify those powers, rights and duties of the Trustee under this Agreement that
are allocated to the investment manager and that portion of the assets of the
Trust Fund subject to investment management. An investment manager so appointed
pursuant to this paragraph shall be either a registered investment adviser under
the Investment Advisers Act of 1940, a bank, as defined in said Act, or an
insurance company qualified to manage, acquire and dispose of the assets of the
plan under the laws of more than one state of the United States. Any such
investment manager shall acknowledge to the Investment Committee in writing that
it accepts such appointment and that it is a fiduciary with respect to the Plan
and Trust. An investment manager may resign at any time upon written notice to
the Trustee and the Investment Committee. The Investment Committee may remove an
investment manager at any time by written notice to the investment manager and
the Trustee.

V-9      VOTING OR TENDER OF EMPLOYER STOCK

                  Each Participant (or, in the event of the Participant's death,
that Participant's beneficiary) is, for purposes of this paragraph V-9 (but for
no other purpose under the Trust), hereby designated a "named fiduciary" within
the meaning of Section 403(a)(1) of ERISA, with respect to: (1) shares of
Employer Stock allocated to his or her account under the Plan (as determined in
subparagraph (c)(i) below); (2) his or her proportionate share (as determined in
subparagraphs (c)(iii)(A) and (c)(iii)(B) below) of unallocated shares of
Employer Stock held under the Plan; and (3), for purposes of voting rights,
shares of Employer Stock allocated to Participants' accounts under the Plan for
which the Trustee has not received timely voting instructions ("non-voted
Employer Stock"). Information relating to the purchase, holding, and sale of
Employer stock, and the exercise of voting, tender and similar rights with
respect to Employer stock by a Participant (or beneficiary) shall be maintained
in accordance with procedures which are


                                      -13-
<PAGE>
designed to safeguard the confidentiality of such information, except to the
extent necessary to comply with Federal laws or state laws not preempted by
ERISA. The Committee shall be responsible for ensuring that the procedures
required by the preceding sentence are sufficient to safeguard the
confidentiality of the information described in that sentence, that such
procedures are being followed, and that an independent fiduciary shall be
appointed to carry out activities relating to any situation that the Committee
determines involves the potential for undue Employer influence upon Participants
(or beneficiaries) with regard to the direct or indirect exercise of shareholder
rights.

         (a)      Voting Rights. Each Participant (or beneficiary) shall have
                  the right to instruct the Trustee in writing as to the manner
                  in which to cast the votes attributable to all shares of
                  Employer Stock allocated to that Participant's (or
                  beneficiary's) account under the Plan (as determined in
                  subparagraph (c)(i) below). Each Participant (or beneficiary)
                  shall also be deemed to have instructed the Trustee to vote,
                  in accordance with the Participant's (or beneficiary's) vote
                  on shares of Employer Stock allocated to the Participant's (or
                  beneficiary's) account under the Plan, the Participant's (or
                  beneficiary's) "proportionate share" (as determined in
                  subparagraph (c)(iii)(A) below) of the votes attributable to
                  all shares of non-voted Employer Stock and all shares of
                  Employer Stock which have not been allocated to Participants'
                  accounts under the Plan. The Committee shall use its best
                  efforts to distribute or cause to be distributed in a timely
                  manner to each such Participant (or beneficiary) the
                  information distributed to holders of Employer Stock in
                  connection with any such stockholders' meeting or vote,
                  together with a form requesting confidential instructions to
                  the Trustee on how such votes attributable to shares of
                  Employer Stock shall be cast on each matter being voted upon.
                  Neither the Committee nor the Trustee shall express, nor have
                  any duty to express, any opinion or recommendation concerning
                  any matter being voted upon. Upon timely receipt of the
                  written instructions of Participants and beneficiaries, the
                  Trustee shall, on each such matter, cast as directed the
                  appropriate number of votes attributable to shares of Employer
                  Stock. The instructions received by the Trustee from
                  individual Participants (or beneficiaries) shall be held by
                  the Trustee in strict confidence and shall not be divulged or
                  released to any person, including employees, officers and
                  directors of any Employer; provided that, to the extent


                                      -14-
<PAGE>
                  necessary for the administration of the Plan, such
                  instructions may be relayed by the Trustee to a recordkeeper,
                  auditor, or other person providing services to the Plan.

         (b)      Rights on Tender or Exchange Offer. Each Participant (or
                  beneficiary) shall have the right to instruct the Trustee in
                  writing as to the manner in which to respond to a tender or
                  exchange offer for, or a request or invitation for tenders of
                  (a "tender or exchange offer"), shares of Employer Stock
                  allocated to that Participant's (or beneficiary's) account
                  under the Plan (as determined in subparagraph (c)(i) below).
                  Each Participant (or beneficiary) shall also be deemed to have
                  instructed the Trustee as to the manner in which to respond to
                  a tender or exchange offer, in accordance with the
                  Participant's (or beneficiary's) instructions given or deemed
                  to have been given with respect to shares of Employer Stock
                  allocated to the Participant's (or beneficiary's) account
                  under the Plan, for the Participant's (or beneficiary's)
                  "proportionate share" (as determined in subparagraph
                  (c)(iii)(B) below) of all shares of Employer Stock which have
                  not been allocated to Participants' accounts under the Plan.
                  The Committee shall use its best efforts to distribute or
                  cause to be distributed in a timely manner to each Participant
                  (or beneficiary) the information distributed to holders of
                  Employer Stock in connection with any such tender or exchange
                  offer, together with a form requesting confidential
                  instructions to the Trustee on how to respond to such tender
                  or exchange offer on behalf of the Participant (or
                  beneficiary). Neither the Committee nor the Trustee shall
                  express, nor have any duty to express, any opinion or
                  recommendation concerning the tender or exchange offer. Upon
                  timely receipt of such instructions, the Trustee shall respond
                  to such tender or exchange offer as directed with respect to
                  such shares of Employer Stock. If, and to the extent that, the
                  Trustee shall not have received timely instructions from any
                  individual given a right to instruct the Trustee with respect
                  to certain shares of Employer Stock by the first sentence of
                  this subparagraph (b), such individual shall be deemed to have
                  timely instructed the Trustee not to tender or exchange such
                  shares of Employer Stock. The instructions received by the
                  Trustee from individual Participants (or beneficiaries) shall
                  be held by the Trustee in strict


                                      -15-
<PAGE>
                  confidence and shall not be divulged or released to any
                  person, including employees, officers and directors of any
                  Employer; provided that, to the extent necessary for the
                  administration of the Plan, such instructions may be relayed
                  by the Trustee to a recordkeeper, auditor, or other person
                  providing services to the Plan.

         (c)      Special Rules. The following rules shall apply for purposes of
                  this paragraph V-9:

                  (i)      Allocated Shares of Employer Stock. The number of
                           full and fractional shares of Employer Stock which
                           have been allocated to an individual's account under
                           the Plan as of any date shall be determined by
                           multiplying the total number of shares of Employer
                           Stock which have been allocated to all accounts under
                           the Plan as of that date by a fraction, the numerator
                           of which is the value of the portion of such
                           individual's account that is invested in Employer
                           Stock as of that date, and the denominator of which
                           is the value of the Employer Stock which has been
                           allocated to all accounts under the Plan as of that
                           date.

                  (ii)     Unallocated Shares of Employer Stock. The number of
                           shares of Employer Stock which have not been
                           allocated to individuals' accounts under the Plan as
                           of any date shall be the excess, if any, of the total
                           number of shares of Employer Stock held under the
                           Plan as of that date over the number of shares of
                           Employer Stock which have been allocated to all
                           accounts under the Plan as of that date.

                  (iii)    Proportionate Share. An individual's "proportionate
                           share" of Employer Stock shall be determined as
                           follows:

                           (A)      For purposes of subparagraph (a) above, the
                                    "proportionate share" of any individual of
                                    the


                                      -16-
<PAGE>
                                    votes attributable to all shares of
                                    non-voted Employer Stock and all shares of
                                    Employer Stock which have not been allocated
                                    to Participants' (or beneficiaries')
                                    accounts under the Plan shall be a fraction,
                                    the numerator of which is the number of
                                    votes attributable to shares of Employer
                                    Stock allocated to his or her account for
                                    which instructions have been provided to the
                                    Trustee, and the denominator of which is the
                                    number of votes attributable to all shares
                                    of Employer Stock allocated to Participants'
                                    (or beneficiaries') accounts under the Plan
                                    for which instructions have been provided to
                                    the Trustee.

                           (B)      For purposes of subparagraph (b) above, the
                                    "proportionate share" of any individual of
                                    all shares of Employer Stock which have not
                                    been allocated to Participants' (or
                                    beneficiaries') accounts under the Plan
                                    shall be a fraction, the numerator of which
                                    is the number of shares of Employer Stock
                                    allocated to his or her account, and the
                                    denominator of which is the number of shares
                                    of Employer Stock allocated to all
                                    Participants' (or beneficiaries') accounts
                                    under the Plan.


                                      -17-
<PAGE>
                                   ARTICLE VI

                                  MISCELLANEOUS

VI-1     THIRD PARTIES

                  No person shall be obligated to see to the application of any
money paid or property delivered to the Trustee, nor shall any such person be
required to take cognizance of the provisions of this Trust Agreement or the
Plan. The certificate of the Trustee may be accepted by any person dealing with
the Trustee as conclusive evidence of any matter or question relating to this
Trust Agreement or to the administration of the Plan. In general, each person
dealing with the Trustee may act upon any advice, request or representation in
writing by the Trustee and shall not be liable to any Participant or other
person hereunder or any Employer in so doing. In case of doubt as to whether or
not the Trustee has, or has been given, any power hereunder, the certificate of
the Trustee that the exercise of such power is necessary or desirable for the
proper administration of this Trust Agreement or the Plan shall be conclusive
upon all persons dealing with the Trustee to the same extent as if such power
had been specifically given to the Trustee. An insurance company that has issued
or is about to issue a policy may assume that this Trust Agreement and the Plan
have not been amended or changed unless notice of amendment or change is
received by the insurance company at its home office. No insurance company shall
be a party to this Trust Agreement for any purpose or be responsible for the
validity of this Trust Agreement. It is intended that an insurance company
issuing a policy shall be responsible only for the obligations set forth in the
policy.

VI-2     COURTS

                  Except to the extent expressly provided to the contrary by the
Employee Retirement Income Security Act of 1974, in case of any court
proceedings involving the Trustee or the Trust Fund, only the Bank and the
Trustee shall be necessary parties thereto, and no other Employer, Participant
or other beneficiary of the Trust Fund shall be entitled to any notice of
process. Any final judgment entered in any such proceedings shall be conclusive
upon the Employers, the Trustee, Participants and all other beneficiaries of the
Trust Fund.

VI-3     NO REVERSION IN EMPLOYERS

                  The Employers shall have no beneficial interest in the Trust
Fund or any part thereof and no part of the Trust Fund shall ever revert or be
repaid to any Employer directly or indirectly, except that:


                                      -18-
<PAGE>
                  (a)      If the Internal Revenue Service initially determines
                           that the Plan as applied to a new Employer that
                           adopts the Plan on or after the effective date
                           thereof does not meet the requirements of Section
                           401(a) of the Internal Revenue Code, as amended, any
                           trust assets attributable to contributions made by
                           that Employer will be returned to it.

                  (b)      If a contribution is made by an Employer by mistake
                           of fact, such contribution may be returned to the
                           Employer within one year after payment to the
                           Trustee.

                  (c)      If a contribution conditioned on the deductibility
                           thereof is disallowed as an expense for federal
                           income tax purposes, such contribution (to the extent
                           disallowed) may be returned to an Employer within one
                           year after the disallowance of the deduction.

The amount of any contribution that may be returned to an Employer pursuant to
subparagraph (b) or (c) above must be reduced by any portion thereof previously
distributed from the Trust Fund and by any losses of the Trust Fund allocable
thereto, and in no event may the return of such contribution cause any
Participant's account balance to be less than the amount of such balance had the
contribution not been made under the Plan.

VI-4     PARTICIPANTS' INTERESTS NOT ASSIGNABLE

                  Except as provided in the Plan, or as may be required by the
application of the tax withholding provisions of the Internal Revenue Code or of
a State's income tax act, or as to any debt owing to the Trustee under a loan
from the Trust Fund which is secured by the Participant's account balance, no
part of or interest in the Trust Fund shall be in any manner transferable or
assignable, either by the voluntary or involuntary act of any Participant or
other beneficiary or by operation of law, or be liable to be taken for any debt,
liability, contract or other obligation of any Participant or beneficiary; all
right, title and interest of each Participant having been absolutely transferred
and assigned to the Trustee.

VI-5     CONTROLLING LAW

                  Except to the extent superseded by laws of the United States,
the laws of Illinois shall govern, control and determine all questions arising
with respect to this Trust Agreement and the Plan and the interpretation and
validity of their respective provisions.


                                      -19-
<PAGE>
VI-6     LIABILITIES MUTUALLY EXCLUSIVE

                  The Employers assume no obligation or responsibility to any
Participant or beneficiary of a Participant for any act or failure to act of the
Trustee or of any Participant or other beneficiary of the Trust Fund. Except to
the extent expressly provided to the contrary by the Employee Retirement Income
Security Act of 1974, the Trustee shall have no obligation or responsibility (a)
as respects any action required by this Trust Agreement or the Plan to be taken
by any Employer, any Participant, or beneficiary of a Participant, or (b) for
the failure of anyone referred to in clause (a) to act or make any payment or
contribution or otherwise to provide any benefit contemplated in this Trust
Agreement or the Plan; nor shall the Trustee be obliged to collect any
contribution required under the Plan or to determine the correctness of the
amount of any Employer contribution under the Plan. Except to the extent
expressly provided to the contrary by the Employee Retirement Income Security
Act of 1974, neither the Trustee nor any Employer shall be obliged to inquire
into or be responsible for any action or failure to act on the part of the
other.

VI-7     INDEMNIFICATION

                  To the extent permitted by law, none of the Trustee, any
present or former Investment Committee member, any present or former Committee
member, nor any person who is or was a director, officer, or employee of an
Employer, shall be personally liable for any act done or omitted to be done in
good faith in the administration of the Plan or this Trust. Any employee of an
Employer to whom the Committee, the Investment Committee or the Bank has
delegated any portion of its responsibilities under the Plan or this Trust, any
person who is or was a director or officer of an Employer, members and former
members of the Committee, members and former members of the Investment
Committee, the Trustee, and each of them, shall, to the extent permitted by law,
be indemnified and saved harmless by the Employers (to the extent not
indemnified or saved harmless under any liability insurance or other
indemnification arrangement with respect to the Plan or this Trust) from and
against any and all liability (including any judgments, losses, damages, civil
penalties, excise taxes, interest and any other form of liability of any kind)
or claim of liability (as defined above and including any investigatory action)
to which they may be subjected by reason of any act done or omitted to be done
in good faith in connection with the administration of the Plan or this Trust or
the investment of the Trust Fund, including all expenses reasonably incurred in
their defense if the Employers fail to provide such defense after having been
requested to do so in writing. To the extent permitted by law, payments under
this paragraph VI-7 may also be made from the Trust Fund.


                                      -20-
<PAGE>
VI-8     WAIVER OF NOTICE

                  Any notice required by this Trust Agreement or the Plan may be
waived by the person entitled thereto.

VI-9     SUCCESSORS

                  This Trust Agreement shall be binding upon all persons
entitled to benefits under the Plan and their respective heirs and legal
representatives, upon the Employers, their successors and assigns, and upon the
Trustee and its successors.

VI-10    COUNTERPARTS

                  This Trust Agreement may be executed in two or more
counterparts, any one of which will constitute an original without reference to
the others.

VI-11    GENDER AND NUMBER

                  Where the context admits, words in the masculine gender shall
include the feminine and neuter genders, the plural shall include the singular,
and the singular shall include the plural.

VI-12    TRUSTEE'S DECISION FINAL

                  Subject to applicable law, any interpretation of the
provisions of this Trust Agreement and any decision hereunder on any matter
within the discretion of the Trustee made by the Trustee in good faith shall be
binding upon all persons.

VI-13    ACTION BY EMPLOYERS

                  Any action required or permitted to be taken by an Employer or
the Board of Directors of an Employer under the Plan or this Trust Agreement
shall be by resolution adopted by said Board of Directors or its Executive
Committee or by a person or committee authorized by resolution of said Board of
Directors or its Executive Committee.


                                      -21-

<PAGE>
                                   ARTICLE VII
                  INCORPORATION OF COLLECTIVE INVESTMENT TRUSTS

            Notwithstanding any other provision of this Trust Agreement, he
Trustee may deposit any part or all of the money and other property of this
Trust in any common, collective or commingled trust fund or pooled investment
fund qualified under Section 401(a) and entitled to tax exemption under Section
501(a) of the Internal Revenue Code of 1954, which is maintained by a bank or
other entity for trust investment purposes, specifically including, without
limiting the generality of the foregoing, HARRIS TRUST AND SAVINGS BANK TRUST
FOR COLLECTIVE INVESTMENT OF EMPLOYEE BENEFIT ACCOUNTS, established by
Declaration of Trust, as restated, effective February 27, 1981. To the extent
Trust assets are invested in any such common, collective or commingled trust
fund or pooled investment fund, the provisions of the documents under which such
fund is maintained, as amended from time to time, shall govern any investment
therein, and such provisions are hereby incorporated herein and made a part of
this Agreement.

                                  ARTICLE VIII
                                CHANGE IN TRUSTEE

VIII-1 RESIGNATION

            The Trustee may resign as Trustee at any time by giving 30 days'
advance written notice to the Employers.

VIII-2 REMOVAL OF TRUSTEE AND APPOINTMENT OF SUCCESSOR TRUSTEES

            The Bank may remove the Trustee by written notice to the Trustee.
The Bank shall fill any vacancy in the office of Trustee as soon as practicable
and shall give prompt written notice thereof to the other Employers.

VIII-3 DUTIES OF RESIGNING OR REMOVED TRUSTEE AND OF SUCCESSOR TRUSTEES

            Each successor Trustee shall succeed to the title to the Trust Fund
vested in its predecessor without the signing or filing of any instrument, but a
resigning or removed Trustee shall execute all documents and do all acts
necessary to vest such title of record in


                                      -22-
<PAGE>
the successor Trustee. Each successor Trustee shall have all the powers
conferred by this Trust Agreement and the Plan as if originally named Trustee.
No successor Trustee shall be personally liable for any act or failure to act of
a predecessor Trustee. With the approval of the Bank, a successor Trustee may
accept the account furnished and the property delivered by or for a predecessor
Trustee without incurring any liability for so doing, and the acceptance will be
a complete discharge to the predecessor Trustee.

                                   ARTICLE IX

                          AMENDMENT AND DISCONTINUANCE

IX-1 AMENDMENT

            This Trust Agreement and the Plan may be amended at any time or from
time to time by the Board of Directors of the Bank. Except as provided below and
in Section 13 of the Plan, no amendment:

            (i)   Shall substantially change the duties and liabilities of the
                  Trustee without its consent;

            (ii)  Shall be effective as applied to the Bank unless and until
                  approved by Employee- Participants employed by the Bank and
                  representing not less than fifty-one percent of the total
                  amount contributed by the Bank and allocated to the accounts
                  of Employee-Participants employed by the Bank on the last day
                  of the preceding calendar year.

The Board of Directors of the Bank in its sole and uncontrolled discretion shall
have the power, however, without the consent of any other Employer, the Trustee,
or of any Participant or other beneficiary, to amend this Trust Agreement or the
Plan at any time or from time to time:

            (a)   To increase or decrease at any time and from time to time the
                  bases, rates and amounts of Employer contributions hereunder
                  and to amend the method employed in calculating such
                  contributions, but no such amendment shall be retroactive to
                  any prior year; and

            (b)   To revise or modify any other provision or provisions hereof
                  or of the Plan, provided that no such amendment shall change


                                      -23-
<PAGE>
                  the method of allocating any Employer's contributions to
                  Participants' accounts, require a change in the vesting or
                  distribution provisions, or reduce amounts then credited to
                  Participants' accounts.

Except as provided in paragraph VI-3 and in subsection 11.2 of the Plan, under
no condition shall any amendment result in the return or repayment to any
Employer of any portion of the Trust Fund or the income therefrom, or result in
the distribution of the Trust Fund for the benefit of anyone other than
employees or former employees of the Employers and their beneficiaries.

IX-2  DISCONTINUANCE

            This Trust Agreement and the Plan as applied to any Employer and its
employees may be discontinued at any time by action of the Board of Directors of
such Employer after six months' notice in advance to the Trustee to that effect.
Upon the expiration of such six-month period, the portion of the Trust Fund and
respective Investment Funds thereof allocable to such Employer and Participants
employed or formerly employed by such Employer shall be administered and
distributed by the Trustee as provided in the Plan and, except as provided in
the Plan, until all assets shall have been distributed the Trustee shall have
all the rights, title, powers, duties, discretions and immunities granted to or
imposed upon the Trustee by the terms of this Trust Agreement and the Plan.

                                      * * *

            IN WITNESS WHEREOF, Harris Trust and Savings Bank, in its individual
capacity as an Employer hereunder, Harris Bankcorp, Inc., Harriscorp Finance,
Inc., Harris Bank International Corporation, Harriscorp Leasing, Inc. and Harris
Trust and Savings Bank, in its capacity as Trustee hereunder, have caused this
Trust Agreement to be executed on their behalf and their respective corporate
seals to be hereunto affixed and attested by their officers thereunto duly
authorized the day and year first above written.

                                    HARRIS TRUST AND SAVINGS BANK,
                                    in its individual capacity


                                    By
                                      ----------------------------------
                                      Its
                                         -------------------------------
                                                (Corporate Seal)


                                      -24-
<PAGE>
 ATTEST:
------------------------------

 Its
    --------------------------

                                    HARRIS BANKCORP, INC.


                                    By
                                      ----------------------------------
                                      Its
                                         -------------------------------
                                                (Corporate Seal)
 ATTEST:
------------------------------

 Its
    --------------------------
                                    HARRISCORP FINANCE, INC.


                                    By
                                      -----------------------------------
                                      Its
                                         -------------------------------
                                                (Corporate Seal)

 ATTEST:
------------------------------

 Its
    --------------------------
                                    HARRIS BANK INTERNATIONAL
                                    CORPORATION

                                    By
                                      ----------------------------------
                                      Its
                                         -------------------------------
                                                (Corporate Seal)

 ATTEST:
------------------------------

 Its
    --------------------------

                                    HARRISCORP LEASING, INC.


                                    By
                                      ----------------------------------
                                      Its
                                         -------------------------------


                                      -25-
<PAGE>
                                                (Corporate Seal)

 ATTEST:
------------------------------

 Its
    --------------------------

                                    HARRIS TRUST AND SAVINGS BANK,
                                    as Trustee

                                    By
                                      ----------------------------------
                                      Its
                                         -------------------------------
                                                (Corporate Seal)

 ATTEST:
------------------------------

 Its
    --------------------------


                                      -26-