EXHIBIT 4.4
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                              PRIVATEBANCORP, INC.
                           DEFERRED COMPENSATION PLAN

                           (EFFECTIVE APRIL 24, 2003)

         This Deferred Compensation Plan (the "Plan") allows Participants to
defer receipt of all or part of amounts payable as Base Compensation or Bonus,
or under Awards. The Plan is intended to benefit those key executives and
non-employee directors of the Company and subsidiaries as to secure their
goodwill, loyalty and achievement, and to help attract and retain high quality
executive and non-employee directors.

                                   ARTICLE I
                                   DEFINITIONS

         The following definitions apply to this Plan:

         1.1 Account. "Account" means the Account maintained by the Company
pursuant to Article II with respect to each Participant and each deferral
election by such Participant.

         1.2 Award. "Award" means a stock option, stock appreciation rights,
performance shares or units, restricted shares or unit, or annual or other
incentive award received by a Participant under an LTIP.

         1.3 Board. "Board" or "Board of Directors" means the Board of Directors
of the Company.

         1.4 Base Compensation. "Base Compensation" means with respect to an
employee Participant, such Participant's base salary and, with respect to a
non-employee director Participant, such Participant's cash retainer and meeting
fees.

         1.5 Bonus. "Bonus" means an employee Participant's annual incentive or
other bonus, whether earned under an Award or otherwise.

         1.6 Change of Control. "Change of Control" shall mean the occurrence of
a "change of control" as defined in the Company's Incentive Compensation Plan.

         1.7 Committee or Compensation Committee. "Committee" or "Compensation
Committee" means the Compensation Committee of the Board or any successor
committee having similar authority.

         1.8 Company. "Company" means PrivateBancorp, Inc., a Delaware
corporation.

         1.9 Company Common Stock or Common Stock. "Company Common Stock" or
"Common Stock" means the common stock of the Company.

         1.10 Determination Date. "Determination Date" means the last day of
each calendar quarter.

         1.11 Investment Options. "Investment Options" means the following
investment options which are to be used as earnings indices as described in
Section 2.3:

                  a. Fixed Income Account; or

                  b. Deferred Stock Unit ("DSU") Account.


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Amounts allocated to the Fixed Income Account shall be credited to such account
as of the date the amount would otherwise have been paid to the Participant, and
such amounts shall be credited as of each Determination Date with "interest"
based on the rate of interest as charged by The Private Bank and Trust Company
as its "prime rate" of interest on the first business day of the calendar
quarter ending on the Determination Date; provided, however in no event shall
such "interest" credit for any period exceed 120% of the applicable federal
long-term rate, with quarterly compounding, as of the first business day of such
calendar quarter. Amounts allocated to the Deferred Stock Unit Account during a
calendar quarter shall be credited to such account as of the date the amount
would otherwise have been paid to the Participant and such amount shall be
credited with "interest" as of the next Determination Date and converted as of
such date into the number of DSUs equal to the cash amounts and interest
credited divided by the fair market value of a share of Common Stock (as defined
in the Incentive Compensation Plan as of the Determination Date). Shares of
Common Stock that would otherwise have been paid under an Award shall be
credited as DSUs under the Deferred Stock Unit Account, on a one-for-one basis,
as of the date such Common Stock would otherwise have been paid or distributed
to the Participant. The ability to elect to have cash amounts credited as DSUs
is intended to constitute an award under a deferred compensation plan under the
Incentive Plan and shares of Common Stock issued as a result of such elections
shall be treated as issued under such Plan.

         1.12 Option. "Option" means a nonqualified stock option Award.

         1.13 LTIP. "LTIP" means the Company's Amended and Restated Stock
Incentive Plan, the Company's Incentive Compensation Plan and any similar or
successor plan, program or agreement.

         1.14 Participant. "Participant" means an employee of the Company or a
subsidiary who is designated by the Committee as eligible to participate in this
Plan, and each non-employee director of the Company or any of its subsidiaries,
who elects to participate in this Plan by filing a Deferral Election as provided
in Article II.

         1.15 Plan. "Plan" means this PrivateBancorp, Inc. Deferred Compensation
Plan as set forth herein and as amended from time to time.

         1.16 Plan Administrator. "Plan Administrator" means the employee
benefits committee of the Company, or any successor committee having similar
authority, or such other individual or committee as may be determined by the
Committee from time to time.

         1.17 Share Awards. "Share Award" means an award payable in shares of
Common Stock.

         1.18 Plan Year. "Plan Year" means the calendar year.

                                   ARTICLE II
                          DEFERRAL ELECTIONS: ACCOUNTS

         2.1 Election to Defer.

                  a. Base Compensation. A Participant may elect under the Plan
to defer receipt of up to all (or, in the case of an employee Participant, up to
50%) of his or her Base Compensation. A Participant's election must be made no
later than December 31st of the Plan Year preceding the Plan Year in which the
Participant renders the services which result in the payment of the Base
Compensation.

                  b. Bonus. A Participant may elect under the Plan to defer
receipt of all or a portion of his or her anticipated Bonus. A Participant's
election must be made no later than December 31st of the Plan Year preceding the
Plan Year in which the Participant renders the services which results in the


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Bonus, or in the case of a Bonus earned over more than one Plan Year, no later
than the December 31st immediately preceding the final Plan Year of the period
over which the Bonus is earned.

                  c. Awards. A Participant may elect under the Plan to defer
receipt of all or a portion of the amount of cash or shares of Company Common
Stock earned under an Award. A Participant's election to defer with respect to
an Award, whether payable in cash or Company Common Stock, must be made no later
than the December 31 preceding the date such Award will be paid, and at least 60
days prior to the date such cash or Common Stock is payable under the Award.

                  d. Options and Share Awards. Notwithstanding the foregoing,
the following provisions shall apply to elections to defer receipt of Common
Stock relating to Options and Share Awards. In order to be effective with
respect to the exercise of any Option, a deferral election form must be executed
by the Participant: (A) in a calendar year preceding the exercise of such Option
or payment of any Share Award; and (B) at least six months prior to the exercise
of such Option or payment of any Share Award. If a Participant has executed a
deferral election form, and such deferral election form is effective under the
terms of the Plan with respect to an Option being exercised, then the Option
price or payment of any Share Award, payable to the Company in full solely by
tendering shares of Common Stock, in accordance with the terms of the Award.

                  e. Election Form. Any deferral election under this
paragraph 2.1 shall be made on a form supplied by the Plan Administrator. The
election to defer is irrevocable except as specifically provided otherwise in
this Plan.

                  f. Initial Year of Participation. An election to defer
executed by a Participant during the first 30 days following the later of the
Effective Date of the Plan or the date the individual first becomes eligible to
participate in this Plan, shall be effective with respect to any amounts payable
as Base Compensation or Bonus or under Awards after the date of such election to
defer without regard to the dates set forth in paragraphs 2.1a to 2.1d above.

         2.2 Accounts.

                  a. Establishment of Accounts. Any amounts deferred by a
Participant will not be funded or set aside for future payment by the Company.
Instead, an Account will be noted for the Participant on the Company's books. A
Participant's Account will be credited with amounts deferred and with investment
credits as provided in paragraph c. below. A separate Account will be
established for each deferral election.

                  b. Participants as Unsecured Creditors. A Participant's
entitlement to receive the amount reflected by his or her Accounts will be based
solely on an unfunded unsecured unconditional promise to pay by the Company that
is not assignable; however, except as provided in Section 7.5 below, the
Participant at all times will be fully vested in the Accounts.

                  c. Investment Credits to Accounts. Subject to such limitations
as may from time to time be required by law, imposed by the Plan Administrator
or as set forth in paragraph (2) below, and subject to such operating rules and
procedures as may be imposed from time to time by the Plan Administrator, each
Participant may express to the Plan Administrator a preference as to how the
Participant's Accounts should be constructively invested among the Investment
Options. Such preference shall designate the percentage of the Participant's
Accounts which is requested to be constructively invested in each Investment
Option.

                           (1) Any initial or subsequent expression of
         investment preference shall be in writing, on a form supplied by and
         filed with the Plan Administrator. Subject to paragraph (5) of

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         this paragraph 2.2c, Participants may change their investment
         preferences effective as of the beginning of each Plan Year, or more
         frequently if permitted in the discretion of the Plan Administrator. If
         the Plan Administrator receives an initial or revised investment
         preference which it deems to be incomplete, unclear or improper, the
         Participant's investment preference then in effect shall remain in
         effect (or, in the case of a deficiency in an initial investment
         preference, the Participant shall be deemed to have filed no investment
         preference) until the beginning of the next Plan Year, unless the Plan
         Administrator provides for, and permits the application of, corrective
         action prior thereto. If a Participant fails to file an effective
         investment preference, the Participant's Accounts will be
         constructively invested in the Fixed Income Account.

                           (2) Amounts allocated to the Investment Options shall
         be credited as set forth in Section 1.11 above. In addition, the
         foregoing provisions of this paragraph 2.2c to the contrary
         notwithstanding: (i) the Participant's Accounts credited as DSUs shall
         be credited from time to time with the amount of any dividends declared
         and paid on such Company Common Stock, and shall be adjusted in
         connection with any stock dividend, split, reorganization, liquidation
         or other event which affects the number of shares of Common Stock
         represented by such DSUs; (ii) amounts deferred under Options and Share
         Awards shall only be credited to the Deferred Stock Unit Account; and
         (iii) no amounts credited as DSUs may be transferred to the Fixed
         Income Fund.

                  d. Statement of Accounts. Within a reasonable time after the
end of each Plan Year, the Plan Administrator shall submit to each Participant a
statement of the balance in his Accounts.

                                  ARTICLE III
                            DISTRIBUTION OF DEFERRALS

         3.1 Initial Election of Distribution Options in Deferral Election.

                  a. A Participant must specify in each of his or her Deferral
Elections when such Account will be distributed. Distribution may be made or
begin in any future Plan Year or Years, but distributions must begin not later
than the Plan Year following the calendar year in which the Participant attains
age 70. The Participant may elect to receive amounts deferred in a lump sum or
in up to ten substantially equal annual installments. A Participant may specify
different distribution dates and forms of payment under each of his or her
Deferral Elections. All amounts of a Participant's Accounts credited as DSUs
shall be distributed in the form of Company Common Stock. All other amounts
shall be distributed in cash.

                  b. Any provision of this Plan to the contrary notwithstanding,
all distributions hereunder shall be deferred until such time, in the discretion
of the Committee, as such distribution would not be disallowed as a deduction
under Section 162(m) of the Internal Revenue Code.

         3.2 Changes in Distribution Options.

                  a. A Participant is entitled to one future opportunity to
further lengthen (not shorten) the deferral period provided in a deferral
election and to make one future change with regard to lengthening (not
shortening) the payment schedule provided in that deferral election up to a
maximum payment schedule of ten years.

                  b. Any change in the deferral period or the payment schedule
must be submitted to the Plan Administrator in writing, on a form provided by
the Plan Administrator, at least twelve months, or such shorter period as the
Plan Administrator may accept, but in no event later than the December 31,

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before the date payments were originally scheduled to begin. No change in the
deferral period shall be permitted if such change would cause payments to begin
after the Plan Year following the calendar year in which the Participant attains
age 70.

         3.3 Payment of Deferred Amounts.

                  a. Upon the date elected by the Participant, the Company shall
begin to pay to the Participant an amount equal to the total amount then
credited to the Participant's Accounts. Such amount is to be paid either in one
lump sum or in substantially equal annual installments over a period of years as
previously elected by the Participant, which period shall be not more than ten
years. Each annual installment shall include investment credits on the remaining
balance during the previous Plan Year until the Accounts shall have been paid in
full. A Participant may continue to express investment preferences as provided
in paragraph c of Section 2.2 during the period that an Account is being
distributed.

                  b. If the Participant dies before payment in full of the
amount standing to the Participant's credit in the Accounts, the unpaid balance
may be paid in one lump sum or in substantially equal installments to the
Participant's beneficiary over the remaining distribution period elected by the
Participant. If the Participant dies before the beginning date of the deferred
payment and did not indicate a specific method of distribution, then the
Participant's designated beneficiary may petition the Plan Administrator
regarding the method of distribution. In the absence of a designated
beneficiary, the balance of the Accounts will be paid in a lump sum to the
estate of the Participant as soon as possible.

                  c. If, prior to a Change of Control, the Participant's
employment is terminated for any reason before the elected payment date, then
the Company, acting through the Plan Administrator, at its discretion, may:

                           (1) Immediately pay over any amounts credited to the
         Participant's Accounts to the Participant,

                           (2) Deposit any amounts credited to the Participant's
         Accounts in a grantor trust for the Company's benefit who will manage
         and pay over such amounts to the Participant in accordance with the
         terms of this Plan, with administrative costs in such event being
         charged to the Participant's Accounts; or

                           (3) Continue to itself maintain and pay over amounts
         deferred to the Participant in accordance with the terms of this Plan
         and the Participant's election pursuant thereto.

                  d. If both the Participant and his beneficiary die after
payments to the Participant begin and before all payments are made from the
Participant's Accounts, the remaining value of the Accounts shall be determined
as of the date of death of the beneficiary or Participant, whichever is later,
and shall be paid as promptly as possible in one lump sum to the estate of the
survivor of the Participant and such beneficiary.

                  e. A Participant may designate or change his or her
beneficiary (without the consent of any prior beneficiary) on a form provided by
the Plan Administrator and delivered to the Plan Administrator before the
Participant's death.

                  f. Subject to Section 3.1, installment payments shall
commence on or before the fifteenth day of the Plan Year selected by the
Participant (or on or before the fifteenth day of the Plan Year after the
calendar year in which the Participant's employment or directorship has
terminated, if the Participant has elected to defer until such termination).

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         3.4 Hardship Distributions. The Compensation Committee may, in its
discretion, accelerate payments to a Participant in the event of demonstrated
severe financial hardship. Any such payments made will be limited to the amount
needed to meet the demonstrated financial need. A Participant seeking a
financial hardship withdrawal from his or her Accounts must request a hearing
with the Plan Administrator, who will gather facts and render a report to the
Compensation Committee for a decision.

         3.5 Other Withdrawals: Forfeiture Penalty. A Participant may, by
written request on a form provided by the Plan Administrator, withdraw all or
any portion of any of his Accounts as of any Determination Date, provided that
the Participant shall forfeit 10% of the amount withdrawn as a penalty.

         3.6 Withholding. Any payments made pursuant to this Article III shall
be subject to appropriate federal, state or local income tax withholdings. Any
withholdings required in respect of a distribution of Company Common Stock shall
be deducted from other cash amounts then distributed hereunder or, if none, from
other cash compensation payable to Participant. If no other cash compensation is
then payable to the Participant then, in the discretion of the Committee, such
distribution of Company Common Stock shall be deferred until such time as (a)
such cash distribution or other compensation is payable to the Participant that
can be withheld hereunder, or (b) the Participant deposits with the Company such
amount of cash and/or directs the Company to withhold from such distribution
such number of shares of Company Common Stock having a fair market value (as
defined in the Incentive Compensation Plan) equal to the amount required to
satisfy such withholding tax obligation.

                                   ARTICLE IV
                                CLAIMS PROCEDURE

         4.1 Claims Procedures. The following provisions are incorporated in the
Plan in accordance with the requirements of the Employee Retirement Income
Security Act of 1974:

                  a. The following claims procedure is hereby established:

                           (1) A Participant or beneficiary shall make a claim
         for the benefits provided hereunder by delivering a written request to
         the Plan Administrator. Upon receipt of a claim, the Plan Administrator
         shall determine whether to grant the claim, deny it, or grant it in
         part.

                           (2) If a claim is wholly or partially denied, notice
         of the decision, meeting the requirements of paragraph (3) following
         shall be furnished to the claimant within a reasonable period of time
         after receipt of a claim by the Plan Administrator.

                           (3) The Plan Administrator shall provide to every
         claimant who is denied a claim for benefits, written notice setting
         forth in a manner calculated to be understood by the claimant, the
         specific reason or reasons for the denial; specific reference to
         pertinent Plan provisions on which denial is based; a description of
         any additional material or information necessary for the claimant to
         perfect the claim and an explanation of why such material or
         information is necessary; and an explanation of the Plan's claim review
         procedure as set forth herein.

                           (4) The purpose of the review procedures set forth
         herein is to provide a procedure by which a claimant under the Plan may
         have a reasonable opportunity to appeal a denial of a claim to the
         named fiduciary for a full and fair review. To accomplish that purpose,
         the claimant or his duly authorized representative may request a review
         upon written application to the Committee; may review pertinent Plan
         documents; and may submit issues and comments in writing. A claimant
         (or his duly authorized representative) shall request a review by
         filing a

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         written application for review with the Plan Administrator at any time
         within sixty (60) days after receipt by the claimant of written notice
         of denial of this claim.

                           (5) The decision on review of a denied claim shall
         be made as follows. The decision on review shall be made by the Plan
         Administrator, which may in its discretion hold a hearing on the denied
         claim. The Plan Administrator shall make a decision promptly, and not
         later than sixty (60) days after receipt of the request for review,
         unless special circumstances (such as the need to hold a hearing)
         require an extension of time, in which case a decision shall be
         rendered as soon as possible, but not later than one hundred twenty
         (120) days after receipt of the request for review. The decision on
         review shall be in writing and shall include specific reasons for the
         decisions, written in the manner calculated to be understood by the
         claimant, and specific references to the pertinent Plan revisions on
         which the decision is based. The Plan Administrator shall have full
         discretion to decide the claim and its decision on review shall be
         final and binding on all parties.

                  b. For the sole purpose of implementing the claims procedure
(and not for any other purposes), the Plan Administrator is hereby designated as
a named fiduciary of this Plan.

                                   ARTICLE V
                               PLAN ADMINISTRATOR

         5.1 Plan Administrator Duties. The Plan Administrator shall administer
this Plan. All members of the committee comprising the Plan Administrator may be
Participants. A member of the committee comprising the Plan Administrator who is
a Participant may not vote on matters affecting his or her personal benefit
under this Plan, but any such individual shall otherwise be fully entitled to
act in matters arising out of or affecting this Plan notwithstanding his or her
participation herein. The Plan Administrator shall have the authority to make,
amend, interpret, and enforce all appropriate rules and regulations for the
administration of this Plan and decide or resolve any and all questions,
including interpretations of this Plan, as may arise in connection with the
Plan.

         5.2 Agents. In the administration of this Plan, the Plan Administrator
may, from time to time, employ agents and delegate to them or to others
(including employees of the Company) such administrative duties as it sees fit.
The Plan Administrator may from time to time consult with counsel, who may be
counsel to the Company.

         5.3 Binding Effect of Decisions. In carrying out its duties herein, the
Plan Administrator (or its designee) shall have full discretion to exercise all
powers and to make all determinations, consistent with the terms of the Plan, in
all matters entrusted to it, and its determinations shall be final and binding
on all parties.

         5.4 Indemnity. The Company shall indemnify and hold harmless the Plan
Administrator and any employees to whom administrative duties under this Plan
are delegated, against any and all claims, loss, damage, expense, or liability
arising from any action or failure to act with respect to this Plan, except in
the case of willful misconduct.

                                   ARTICLE VI
                            AMENDMENT AND TERMINATION

         6.1 Amendment. Subject to Article VIII below, the Committee may at any
time amend the Plan in whole or in part. However, no amendment shall be
effective to decrease or restrict any then existing Account or to change the
Company's obligations under any then existing deferral election or as

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otherwise may be provided in an agreement entered into between the Company and
the Participant prior to the date of such deferral election.

         6.2 Board's Right to Terminate. Subject to Article VIII below, the
Board may at any time terminate the Plan in its entirety, in which event no new
deferral elections shall be made, but the obligations of the Company under
existing deferral elections shall continue.

                                  ARTICLE VII
                                  MISCELLANEOUS

         7.1 Unfunded Plan. With respect to the participation of employees
hereunder, this Plan is intended to be an "unfunded" plan maintained primarily
to provide deferred compensation for a "select group of management or highly
compensated employees" within the meaning of the Employee Retirement Income
Security Act of 1974, as amended, and shall be so construed.

         7.2 Unsecured General Creditor. This Plan is unfunded. Benefits shall
be paid from the Company's general assets. Participants and their beneficiaries,
heirs, successors, and assigns shall have no legal or equitable rights, interest
or claims in any property or assets owned or which may be acquired by the
Company. Such assets of the Company shall not be held under any trust for the
benefit of Participants, their beneficiaries, heirs, successors or assigns, or
held in any way as collateral security against the obligations of the Company
under this Plan. The Company's obligation under the Plan shall be that of an
unfunded and unsecured promise of the Company to pay money in the future. The
Company in its sole discretion, may, however, elect to provide for its
liabilities under this Plan through a trust or funding vehicle, provided,
however, that the terms of any such trust or funding vehicle shall not alter the
status of Participants and beneficiaries as mere general unsecured creditors of
the Company or otherwise cause the Plan to be funded or benefits taxable to
Participants except upon actual receipt.

         7.3 Nonassignability. Neither a Participant nor any other person shall
have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage,
or otherwise encumber, transfer, hypothecate, or convey in advance of actual
receipt the amounts, if any, payable hereunder, or any part thereof. The rights
to all such amounts are expressly declared to be unassignable and
non-transferable. No part of the amounts payable shall, prior to actual payment,
be subject to seizure or sequestration for the payment of any debts, judgments,
alimony, or separate maintenance owned by Participants or any other person, nor
be transferable by operation of law in the event of a Participant's or any other
person's bankruptcy or insolvency, except as required by law.

         7.4 Not a Contract of Employment or Directorship. The terms and
conditions of this Plan shall not be deemed to constitute a contract of
employment or for services as a director between the Company and a Participant,
and a Participant shall have no rights against the Company except as may
otherwise be specifically provided herein. Moreover, nothing in the Plan shall
be deemed to give a Participant the right to be retained in the service of the
Company or to interfere with the right of the Company to discipline or discharge
an employee at any time. This foregoing provisions of this Section 7.4 to the
contrary notwithstanding, this Plan shall not diminish any rights or increase
any obligations of a Participant or the Company under any employment agreement
entered into by the Participant and the Company prior to such Participant's
deferral election, or after such deferral election to the extent that such
employment agreement specifically provides that it shall supersede any
inconsistency with the terms of this Plan.

         7.5 Forfeiture of Benefits. If a Participant's employment or service as
a director is terminated because of willful misfeasance or gross negligence in
the performance of his or her duties, his or her right to benefits under this
Plan shall, in the discretion of the Committee, be forfeited, and the Company
shall have no further obligation hereunder to such Participant or his or her
beneficiary(ies).

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         7.6 Terms. Use of the masculine, feminine and neuter pronouns in this
Plan are intended to be interchangeable and use of the singular will include the
plural, unless the context clearly indicates otherwise.

         7.7 Captions. The captions of the articles, sections and paragraphs of
this Plan are for convenience only and shall not control or affect the meaning
or construction of any of its provisions.

         7.8 Governing Law. This Plan shall be governed by the laws of the
United States and, to the extent not preempted thereby, the laws of Delaware.

         7.9 Validity. The illegality or invalidity of any provision of this
Plan shall not affect its remaining parts, but this Plan shall be construed and
enforced without such illegal or invalid provisions.

         7.10 Notice. Any notice or filing required or permitted to be given to
the Plan Administrator under the Plan shall be sufficient if in writing and hand
delivered, or sent by registered or certified mail, to:

                  Plan Administrator
                  PrivateBancorp, Inc.
                  Ten North Dearborn Street
                  Chicago, IL 60602
                  Attn:  Corporate Secretary

Such notice shall be deemed given as of the date of delivery or, if delivery is
made by mail, as of the date shown on the postmark on the receipt for
registration or certification.

         7.11 Successors. The provisions of this Plan shall bind and inure to
the benefit of the Company and its successors and assigns. The term successors
as used herein shall include any corporation or other business entity which
shall, whether by merger, consolidation, purchase of assets, or otherwise,
acquire all or substantially all of the business or assets of the Company, and
successors of any such corporation or other business entity.

         7.12 Incapacity. If the Plan Administrator finds that any Participant
or beneficiary to whom a benefit is payable under this Plan is unable to care
for his affairs, any payment due (unless prior claim therefore shall have been
made by a duly authorized guardian or other legal representative) may be paid,
upon appropriate indemnification of the Plan Administrator, to any person who is
charged with the support of the Participant or beneficiary. Any such payment
shall be payment for the account of the Participant and shall be a complete
discharge of any liability of the Company under the Plan to the Participant or
beneficiary.

                                  ARTICLE VIII
                           EFFECT OF CHANGE OF CONTROL

         8.1 Effect of Change in Control. Despite the provisions of Article VI
above, following a Change of Control, the provisions of this Plan or any
Participant's deferral election may not be amended or terminated in any manner
with respect to a Participant or beneficiary if such amendment or termination
would have an adverse effect in any way upon the computation or amount of or
entitlement to benefits of such Participant or beneficiary under the Plan as in
effect immediately prior to the Change of Control, including, but not limited
to, any adverse change in or to the crediting or debiting of amounts to the
Accounts or the time or manner of payment of the Accounts to any Participant or
beneficiary, unless the Participant or beneficiary has given written consent to
such amendment or termination. An "adverse change" for purposes of this Section
8.1 shall include, but not be limited to, any acceleration of the

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payment of the Accounts payable to the Participant or beneficiary or the
Participant's or beneficiary's ability to allocate his or her Accounts among
such Investment Options.

         8.2 Nonqualified Trust. In the event of a Change of Control, the
Company shall establish a grantor trust (the "Trust") in connection with this
Plan for the purpose of assisting the Company in the administration and payment
of amounts under this Plan. The Company shall upon establishment and at least
annually transfer thereafter to the Trust such assets as the Company determines,
in its sole discretion, are necessary to provide, on a present value basis,
assets equal to its future liabilities created with respect to this Plan. The
provisions of this Plan shall govern the right of a Participant (or, after the
Participant's death, his or her beneficiaries) to receive distributions pursuant
to the Plan. The provisions of the Trust shall govern the rights of the Company,
Participants, beneficiaries and creditors of the Company to the assets
transferred to the Trust. The Company shall at all times remain liable to carry
out its obligations under the Plan.

                                   ARTICLE IX
                                  SUBSIDIARIES

         9.1 Subsidiaries. If a Participant defers any amounts pursuant under
the Plan which are earned with respect to service as a subsidiary of the
Company, then the provisions of this Plan relating to the establishment of a an
Account and the crediting and payment of amounts with respect thereto shall
apply to such subsidiary as if the subsidiary was the Company hereunder.
Notwithstanding the foregoing, the Plan shall be administered and may be amended
and/or terminated by the Board.

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