EXHIBIT 10 (O)
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN



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                              FIRST FINANCIAL BANK

                 RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
















                            Effective August 1, 1989

           Amended and Restated November 1, 1991 and February 22, 1996


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                                                 TABLE OF CONTENTS

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<CAPTION>
                                                                                                               PAGE
<S>                  <C>                                                                                        <C>
ARTICLE I             PURPOSE; EFFECTIVE DATE                                                                     1

ARTICLE II            DEFINITIONS                                                                                 1

                      2.1      Actuarial Equivalent                                                               1
                      2.2      Beneficiary                                                                        1
                      2.3      Board                                                                              1
                      2.4      Change in Control                                                                  1
                      2.5      Committee                                                                          3
                      2.6      Company                                                                            3
                      2.7      Compensation                                                                       3
                      2.8      Employer                                                                           4
                      2.9      Highest Average Compensation                                                       4
                      2.10     Highest Annual Compensation                                                        4
                      2.11     Normal Retirement Date                                                             4
                      2.12     Participant                                                                        4
                      2.13     Participation Agreement                                                            4
                      2.14     Plan                                                                               4
                      2.15     Qualified Plan                                                                     4
                      2.16     Retirement                                                                         5
                      2.17     Supplemental Retirement Benefit                                                    5
                      2.18     Total and Permanent Disability                                                     5
                      2.19     Years of Service                                                                   5

ARTICLE III           PARTICIPATION AND VESTING                                                                   5

                      3.1      Eligibility and Participation                                                      5
                      3.2      Change in Employment Status                                                        6
                      3.3      Vesting                                                                            6

ARTICLE IV            SURVIVOR BENEFITS                                                                           7

                      4.1      Pretermination Survivor Benefit                                                    7
                      4.2      Posttermination Survivor Benefit                                                   8
                      4.3      Postretirement Survivor Benefit                                                    8
                      4.4      Suicide; Misrepresentation                                                         8

ARTICLE V             NORMAL RETIREMENT BENEFIT                                                                   9

                      5.1 Normal Retirement Benefit                                                               9

                                       (i)

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                                                 TABLE OF CONTENTS
                                                    (Continued)

                                                                                                               PAGE

ARTICLE VI            EARLY RETIREMENT BENEFIT                                                                   10

                      6.1      Early Retirement Date                                                             10
                      6.2      Early Retirement Benefit                                                          10

ARTICLE VII           TERMINATION BENEFIT                                                                        11

                      7.1      Termination Benefit                                                               11
                      7.2      Change in Control                                                                 12
                      7.3      Good Reason                                                                       13

ARTICLE VIII          BENEFIT PAYMENTS                                                                           13

                      8.1      Form of Benefit Payment                                                           13
                      8.2      Commencement of Benefit Payments                                                  14
                      8.3      Withholding; Payroll Taxes                                                        14
                      8.4      Payment to Guardian                                                               14

ARTICLE IX            BENEFICIARY DESIGNATION                                                                    14

                      9.1      Beneficiary Designation                                                           14
                      9.2      Changing Beneficiary                                                              15
                      9.3      No Beneficiary Designation                                                        15
                      9.4      Effect of Payment                                                                 15

ARTICLE X             ADMINISTRATION                                                                             15

                      10.1     Committee; Duties                                                                 15
                      10.2     Agents                                                                            15
                      10.3     Binding Effect of Decisions                                                       15
                      10.4     Indemnity of Committee                                                            16

ARTICLE XI            CLAIMS PROCEDURE                                                                           16

                      11.1     Claim                                                                             16
                      11.2     Denial of Claim                                                                   16
                      11.3     Review of Claim                                                                   16
                      11.4     Final Decision                                                                    17

ARTICLE XII           TERMINATION, SUSPENSION OR AMENDMENT                                                       17

                      12.1     Termination, Suspension or Amendment of Plan                                      17

                                      (ii)

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                                                 TABLE OF CONTENTS
                                                    (Continued)

                                                                                                               PAGE

ARTICLE XIII          MISCELLANEOUS                                                                              17

                      13.1     Unfunded Plan                                                                     17
                      13.2     Unsecured General Creditor                                                        18
                      13.3     Trust Fund                                                                        18
                      13.4     Nonassignability                                                                  19
                      13.5     Not a Contract of Employment                                                      19
                      13.6     Protective Provisions                                                             19
                      13.7     Governing Law                                                                     19
                      13.8     Validity                                                                          19
                      13.9     Notice                                                                            19
                      13.10    Successors                                                                        20

                                      (iii)
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                              FIRST FINANCIAL BANK

                 RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


                                    ARTICLE I

                             PURPOSE; EFFECTIVE DATE

 The purpose of this Supplemental  Executive  Retirement Plan (the "Plan") is to
provide  supplemental  retirement  benefits  for certain key  employees of First
Financial  Bank.  It is  intended  that  the  Plan  will  aid in  retaining  and
attracting  individuals  of  exceptional  ability by  providing  them with these
benefits. This Plan shall be effective as of August 1, 1989.


                                   ARTICLE II

                                   DEFINITIONS

   For the purposes of this Plan,  the  following  terms shall have the meanings
indicated unless the context clearly indicates otherwise:

   2.1 Actuarial Equivalent.  "Actuarial  Equivalent" means equivalence in value
between two (2) or more forms and/or times of payment  based on a  determination
by an actuary chosen by the Employer,  using sound actuarial  assumptions at the
time of such determination.

   2.2 Beneficiary.  "Beneficiary" means the person,  persons or entity entitled
under  Article IX to receive any Plan  benefits  payable  after a  Participant's
death.

   2.3 Board.  "Board" means the Board of Directors of the Employer.

   2.4 Change in Control.

     (a) A "Change in Control of the Company," for purposes of this Plan,  shall
be deemed to have taken place if: (i) any person becomes the beneficial owner of
twenty-five  percent  (25%) or more of the total  number of  outstanding  voting
shares of the Company; (ii)

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any person becomes the  beneficial  owner of ten percent (10%) or more, but less
than twenty-five  percent (25%), of the total number of outstanding voting share
of the Company,  provided  that, if the FHLBB has approved a rebuttal  agreement
filed by such person or such person has filed a certification  with the FHLBB, a
Change in  Control  will not be so deemed to have  occurred  unless the Board of
Directors  of the  Company  has  made a  determination  that  such a  beneficial
ownership  constitutes  or will  constitute  control of the  Company;  (iii) any
person (other than the persons named as proxies solicited on behalf of the Board
of Directors of the Company) holds revocable or irrevocable  proxies,  as to the
election or removal of two (2) or more directors of the Company, for twenty-five
percent  (25%) or more of the total number of  outstanding  voting shares of the
Company;  (iv) any person has received  the approval of the FHLBB under  Section
408 of the National  Housing Act (the "Holding  Company  Act"),  or  regulations
issued  thereunder,  to  acquire  control  of the  Company;  (v) any  person has
received  approval of the FHLBB under the Change in Savings and Loan Control Act
of 1978 (the  "Control  Act"),  or  regulations  issued  thereunder,  to acquire
control  of the  company;  (vi) any person has  commenced  a tender or  exchange
offer, or entered into an agreement or received an option, to acquire beneficial
ownership  of  twenty-five  percent  (25%)  or  more  of  the  total  number  of
outstanding  voting  shares  of  the  Company,  whether  or  not  the  requisite
regulatory  approval for such  acquisition  has been received  under the Holding
Company Act, the Control Act, or the respective  regulations  issued thereunder,
provided that a Change in Control will not be deemed to have occurred under this
clause  (vi)  unless  the  Board  of   Directors  of  the  Company  has  made  a
determination  that  such  action  constitutes  or will  constitute  a Change in
Control;  or (vii) as a result  of or in  connection  with,  any cash  tender or
exchange  offer,  merger,  or other  business  combination,  sale of  assets  or
contested election, or any combination of the foregoing

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transactions,  the  persons  who  were  directors  of the  Company  before  such
transaction  shall cease to constitute at least two-thirds (2/3) of the Board of
Directors  of the Company or any  successor  institution.  For  purposes of this
section,  a "person" includes an individual,  corporation,  partnership,  trust,
association,  joint  venture,  pool,  syndicate,   unincorporated  organization,
joint-stock company or similar organization or group acting in concert, but does
not include any employee stock ownership plan or similar  employee  benefit plan
of the Company or the Employer.  A person for these  purposes shall be deemed to
be a  beneficial  owner as that term is used in Rule 13d-3 under the  Securities
Exchange Act of 1934.  References to the FHLBB shall include its  successors and
references to legislation or regulations shall include any successor regulations
or legislation.

     (b) A "Change in Control of the Employer," for purposes of this Plan, shall
be deemed to have taken place if the Company's beneficial ownership of the total
number of  outstanding  voting  shares of the  Employer  is reduced to less than
fifty percent (50%).

   2.5 Committee.  "Committee" means the Compensation  Committee of the Board or
any successor  committee  appointed by the Board to administer the Plan pursuant
to Article VII.

   2.6 Company. "Company" means First Financial Corporation.

   2.7  Compensation.  "Compensation"  means the  salary and  bonuses  paid to a
participant  by Employer  and  considered  to be "wages" for purposes of federal
income tax withholding.  Compensation  shall be calculated  before reduction for
any amounts deferred by the Participant  pursuant to the Employer's or Company's
tax qualified plans which may be maintained  under Section 401(k) or Section 125
of the Internal  Revenue Code, or under any nonqualified  deferred  compensation
plan maintained by the Employer or Company.

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Compensation  does not  include  expense  reimbursements  or any form of noncash
compensation or benefits.

   2.8 Employer.  "Employer"  means First Financial Bank, a federally  chartered
savings bank with principal offices located in Stevens Point, Wisconsin.

   2.9 Highest Average  Compensation.  "Highest Average  Compensation" means the
Participant's  average monthly  Compensation during any three (3) calendar years
of employment with Employer in which  Participant's  annual  compensation was at
the  highest  level.  If the  Participant  has  fewer  than  three  (3) years of
employment with Employer, Highest Average Compensation shall be determined based
on the average of actual employment.

   2.10 Highest Annual  Compensation.  "Highest Annual  Compensation"  means the
highest level of Participant's  Compensation  earned during any calendar year of
employment with Employer.

   2.11 Normal Retirement Date. "Normal Retirement Date" means the date on which
a Participant  terminates  employment  with  Employer on or after  attaining age
sixty-two (62).

   2.12 Participant.  "Participant" means any individual who is participating in
or has  participated  in this Plan,  and who has not yet received  full benefits
hereunder, as provided in Article III.

   2.13 Participation Agreement.  "Participation  Agreement" means the agreement
filed by a participant and approved by the Board pursuant to Article III.

   2.14  Plan.  "Plan"  means this  Supplemental  Executive  Retirement  Plan as
amended from time to time.

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   2.15 Qualified Plan. "Qualified Plan" means the First Financial 401(k) Profit
Sharing Plan, or any successor defined  contribution plan maintained by Employer
that qualifies under Section 401(a) of the Internal Revenue Code.

   2.16  Retirement.   "Retirement"  means  a  participant's   termination  from
employment with Employer at the  Participant's  Early  Retirement Date or Normal
Retirement Date, as applicable.

   2.17 Supplemental Retirement Benefit. "Supplemental Retirement Benefit" means
the benefit determined under Article V, VI, ar VII of this Plan.

   2.18 Total and Permanent Disability. "Total and Permanent Disability" means a
physical or mental condition that prevents the Participant  from  satisfactorily
performing the Participant's usual duties for the Employer.  The Committee shall
determine the existence of Total and Permanent Disability and may rely on advice
from  a  medical   examiner   satisfactory   to  the  Committee  in  making  the
determination.

   2.19  Years of  Service.  "Years of  Service"  means  the  number of years of
service  determined in  accordance  with the  provisions of the Qualified  Plan,
whether or not the Participant is a participant in such plan.


                                   ARTICLE III
                            PARTICIPATION AND VESTING

   3.1 Eligibility and Participation.

     (a) Eligibility. Eligibility to participate in the Plan is limited to those
key employees of Employer who are  designated  from time to time by the Board or
Committee.

     (b) Participation.  An  employee's  participation  in  the  Plan  shall  be
effective  upon  notification  to the  Employee  by the  Board or  Committee  of
eligibility to participate,

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completion  of a  participation  Agreement and  acceptance of the  Participation
Agreement by the Board or Committee.  Subject to Section 3.2,  participation  in
the Plan shall continue until such time as the Participant terminates employment
with Employer and as long  thereafter as the  participant is eligible to receive
benefits under this Plan.

   3.2 Change in Employment  Status.  If the Board  Committee  determines that a
Participant's  employment  performance  is no  longer at a level  that  deserves
reward  through   participation  in  this  Plan,  but  does  not  terminate  the
Participant's employment with Employer,  participation herein and eligibility to
receive benefits hereunder shall be limited to the Participant's vested interest
in  such  benefits  as  of  the  date  designated  by  the  Board  or  Committee
("Participation  Termination  Date"). Such benefits shall be based solely on the
Participant's  Years  of  Service  and  Compensation  as  of  the  Participation
Termination Date. This Section 3.2 shall not apply to Participants who terminate
employment with Employer within  twenty-four  (24) months  following a Change in
Control.

   3.3 Vesting. A Participant whose employment with Employer  terminates because
of Disability,  Retirement,  or death shall be one hundred percent (100%) vested
in the Participant's Supplemental Retirement Benefit. In addition, a Participant
shall be one hundred  percent  (100%) vested in the  Participant's  Supplemental
Retirement  Benefit  following a Change in Control.  For any other  termination,
other than Termination for Cause, a Participant shall be vested as follows based
on Years of Service:

     Years of Service                   Vested Percentage
     ----------------                   -----------------
     Less than 3                              0%
     3 but less than 4                       20%
     4 but less than 5                       40%
     5 but less than 6                       60%
     6 but less than 7                       80%
     7 or more                              100%

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 A Participant who is Terminated for Cause and his beneficiary shall forfeit any
right to receive  benefits under the Plan.  "Termination for Cause" for purposes
of this section shall mean  termination  because of the  Participant's  personal
dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving
personal profit, intentional failure to perform stated duties, willful violation
of any law,  rule,  or  regulation  (other than  traffic  violations  or similar
offenses) or final  cease-and-desist  order, or material breach of any provision
of any employment contract between Employer and the participant. For purposes of
this paragraph,  no act, or failure to act, on the  Participant's  part shall be
considered  "willful" unless done, or omitted to be done, by the Participant not
in good faith and without  reasonable  belief that the  Participant's  action or
omission was in the best interest of Employer.  Notwithstanding  the  foregoing,
the Participant shall not be deemed to have been Terminated for Cause unless and
until there shall have been  delivered to the  Participant a copy of a notice of
termination,  after reasonable  notice to the Participant and an opportunity for
the Participant, together with the Participant's counsel, to be heard before the
Board,  finding that in the good faith opinion of the Board the  Participant was
guilty  of  conduct  set  forth  above  in this  paragraph  and  specifying  the
particulars thereof in detail.


                                   ARTICLE IV
                                SURVIVOR BENEFITS

   4.1 Pretermination  Survivor Benefit. If a participant dies while employed by
Employer, Employer shall pay a survivor benefit to the Participant's Beneficiary
as follows:

      (a) Amount.  The amount  of the  survivor  benefit  shall be the Actuarial
Equivalent  lump sum  present  value of the  participant's  Termination  Benefit
determined under Section

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   7.1,  calculated  as of the date of  death  and  based  on the  Participant's
Highest Annual Compensation.

     (b) Time and Form of Payment.  The  survivor  benefit  shall be paid to the
Beneficiary  as soon as  practicable  after the death of the  Participant in the
form of a lump sum payment.

   4.2  Posttermination  Survivor  Benefit.  If  a  Participant  dies  following
termination  of  employment  with  Employer  and  prior to the  commencement  of
benefits  hereunder,  Employer shall pay a survivor benefit to the Participant's
Beneficiary as follows:

     (a)  Amount.  The  amount  of the  survivor  benefit  shall be equal to the
Actuarial Equivalent lump sum present value of the Participant's vested interest
in the Supplemental  Retirement Benefit determined under Section 7.1, calculated
as of the time benefits would have commenced had the Participant survived.

     (b) Time and Form of Payment.  The  survivor  benefit  shall be paid to the
Beneficiary  as soon as  practicable  after the death of the  Participant in the
form of a lump sum payment.

   4.3 Postretirement  Survivor Benefit.  Payment of the Supplemental Retirement
Benefit shall  continue to the  Beneficiary(ies)  designated by the Employee for
the balance of the ten (10) year certain period if the retired  Employee  should
die after  benefits  commence  but before  receiving  payments for ten (10) full
years.

   4.4 Suicide; Misrepresentation.  No benefit shall be paid to a Beneficiary if
the  Participant's  death occurs as a result of suicide  during the  twenty-four
(24) calendar months beginning with the calendar month following commencement of
participation  in this Plan.  The  Committee  may deny  payment if death  occurs
within  such  twenty-four  (24)  months if the  Participant  has made a material
misrepresentation  in any form or document provided by the Participant to or for
the benefit of Employer.



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                                    ARTICLE V
                            NORMAL RETIREMENT BENEFIT

   5.1 Normal Retirement Benefit.

     (a) If a Participant  retires at the Normal Retirement Date, Employer shall
pay to the Participant a monthly Supplemental  Retirement Benefit equal to sixty
percent (60%) multiplied by Highest Average Compensation, less:

         (i)  Fifty  percent (50%) of the  Participant's monthly  primary Social
Security benefit determined at age sixty-two (62); and

         (ii) The single life  annuity  payable at age  sixty-two  (62) which is
actuarially equivalent to the Participant's balance under the Qualified Plan and
the  Supplemental  Executive  Profit  Sharing Plan on the date of  Participant's
Retirement.  Provided,  however,  that in determining  the actuarial  equivalent
hereunder,  the assumed  growth in that  portion of any  qualified  plan account
which is invested in stock of the Company  shall be limited to a maximum  annual
rate (including dividends) of seven percent (7%).

     (b) In the event the balance in the Participant's Qualified Plan Account is
less  than  the  total  amount  of  Employer   contributions   to  such  account
("Deficiency"),  the benefit shall be further reduced by the annuitized value of
the Deficiency.

     (c) The Supplemental Retirement Benefit shall be increased by three-fourths
percent  (3/4%) of  Highest  Average  Compensation  for each Year of  Service in
excess of twenty-five (25).

                                   ARTICLE VI
                            EARLY RETIREMENT BENEFIT

   6.1 Early Retirement Date.  "Early Retirement Date" means the date on which a
Participant terminates employment with Employer, if such termination date occurs
on or after

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such Participant's  attainment of age fifty-five (55) and completion of ten (10)
Years of Service, but prior to the Participant's Normal Retirement Date.

   6.2 Early Retirement Benefit.

     (a) If a participant  retires at the Early Retirement Date,  Employer shall
pay to the Participant a monthly Supplemental  Retirement Benefit equal to sixty
percent (60%) multiplied by Highest Average Compensation, less:

         (i) Fifty percent (50%) of the  Participant's  monthly  primary  Social
Security  benefit payable at age sixty-two (62) under the Social Security Act in
effect at the time of commencement  of benefits,  assuming level earnings to age
sixty-two (62); and

         (ii) The single life  annuity  payable at age  sixty-two  (62) which is
actuarially equivalent to the Participant's balance under the Qualified Plan and
the  Supplemental  Executive  Profit  Sharing Plan on the date of  Participant's
Early  Retirement.   Provided,   however,  that  in  determining  the  actuarial
equivalent  hereunder,  the assumed growth in that portion of any qualified plan
account  which is invested in stock of the Company shall be limited to a maximum
annual rate (including dividends) of seven percent (7%);

     (b) In the event the balance in the Participant's Qualified Plan Account is
less  than  the  total  amount  of  Employer   contributions   to  such  account
("Deficiency"),  the benefit shall be further reduced by the annuitized value of
the Deficiency.

     (c) The Supplemental Retirement Benefit shall be increased by three-fourths
percent  (3/4%) of  Highest  Average  Compensation  for each Year of  Service in
excess of twenty-five (25);

     (d) The Net Supplemental Retirement Benefit shall be further reduced by two
and  one-half  percent  (2.5%)  for  each  full or  partial  year by  which  the
commencement   of  payment   under  this  section   precedes  the  date  of  the
Participant's 62nd birthday.

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     (e)  Benefit  payments  shall  commence  as soon as  practicable  after the
Participant's Early Retirement Date.


                                   ARTICLE VII
                               TERMINATION BENEFIT

   7.1 Termination Benefit.

     (a)  If  a  participant   terminates  employment  with  Employer  prior  to
Retirement  or death,  Employer  shall  pay to the  Participant  a  Supplemental
Retirement Benefit equal to sixty percent (60%) of Highest Average  Compensation
multiplied  by a fraction,  the numerator of which is the  Participant's  actual
Years of Service, not to exceed twenty-five (25) and the denominator of which is
twenty-five (25), less:

         (i)  Fifty percent (50%) of the  Participant's  monthly  primary Social
Security benefit determined at age sixty-two (62); and

         (ii) The single life  annuity  payable at age  sixty-two  (62) which is
actuarially equivalent to the Participant's balance under the Qualified Plan and
the  Supplemental  Executive  Profit  Sharing  Plan at the date of  termination.
Provided,  however, that in determining the actuarial equivalent hereunder,  the
assumed  growth in value of that portion of any qualified  plan account which is
invested  in stock of the  Company  shall be  limited to a maximum  annual  rate
(including dividends) of seven percent (7%);

     (b) In the event the balance in the Participant's Qualified Plan Account is
less  than  the  total  amount  of  Employer   contributions   to  such  account
("Deficiency"),  the benefit shall be further reduced by the annuitized value of
the Deficiency.

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     (c) The Supplemental Retirement Benefit shall be increased by three-fourths
percent  (3/4%) of  Highest  Average  Compensation  for each Year of  Service in
excess of twenty-five (25).

   The  benefit  amount  shall be rounded  to two (2)  decimal  places.  Benefit
payments  under this  Section  5.3 shall  commence on the first day of the month
following  the  date on  which  the  Participant  attains  age  sixty-two  (62).
Provided,  however, that if the Participant's termination is on account of Total
and Permanent  Disability,  benefit  payments shall commence on the first day of
the month following the date on which the Board or Committee determines that the
Participant is Totally and Permanently Disabled.

   7.2 Change in Control.  If the Employer terminates  Participant's  employment
within  twenty-four  (24)  months  following  a  Change  in  Control  or if  the
Participant  terminates  employment for Good Reason,  as defined in Section 7.3,
within twenty-four (24) months following a Change in Control, Employer shall pay
to the  Participant a monthly  benefit which is the Actuarial  Equivalent of the
Supplemental  Retirement  Benefit as determined under Section 5.1, crediting the
Participant with seven (7) Years of Service or the Participant's actual Years of
Service, whichever is greater. Subject to the provisions of Section 8.2, benefit
payments shall commence as soon as  practicable.  Any benefit payable under this
section  shall be in the form of a ten (10) year certain  annuity with  payments
continuing to the Beneficiary(ies) designated by the Participant for the balance
of the ten (10) year  period if the  terminated  Participant  should  die before
receiving payments for ten (10) full years.

   7.3 Good Reason. Participant shall be deemed to have resigned for Good Reason
if Participant  resigns  within  twenty-four  (24) months  following a Change in
Control as a result of one (1) or more of the following events;

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     (a)  Participant is assigned any duties  materially  inconsistent  with his
principal   responsibilities  as  compared  to  his  principal  responsibilities
immediately prior to such Change in Control.

     (b) The Employer reduces the Participant's  total  compensation  (including
base salary and bonus) below the rate in effect immediately prior to such Change
in Control.

     (c) The Employer fails to provide the Participant with benefits as least as
favorable as those provided by the Employer  immediately prior to such Change in
Control;  provided,  however,  that  Good  Reason  shall not  exist  under  this
paragraph  if  Participant  is  provided  benefits  equal to those  provided  to
executives in the Company or Bank and their  affiliates  following the Change of
Control.

     (d) The  Employer  shall  change the  location of the primary  work site of
Participant  to a  location  more  than  fifty  (50)  miles  from the work  site
immediately prior to the Change of Control, without Participant's consent.


                                  ARTICLE VIII
                                BENEFIT PAYMENTS

   8.1 Form of Benefit  Payment.  The Supplemental  Retirement  Benefit shall be
paid in the form of a ten (10)  year  certain  and life  annuity  with  payments
continuing to the Beneficiary(ies) designated by the Participant for the balance
of the ten (10)  year  period  if the  retired  Participant  should  die  before
receiving payments for ten (10) full years.

   8.2  Commencement  of Benefit  Payments.  Payments  shall commence as soon as
practicable after the appropriate application for benefits has been made but not
later than sixty (60) days after all  information  necessary  to  calculate  the
benefit  amount has been received by Employer.  All payments shall be made as of
the first day of the month.

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   8.3  Withholding;  Payroll  Taxes.  Employer  shall  withhold  from  payments
hereunder any taxes  required to be withheld from such payments  under  federal,
state or local law. A Beneficiary, however, may elect not to have withholding of
federal income tax pursuant to Section  3405(a)(2) of the Internal Revenue Code,
or any successor provision thereto.

   8.4 Payment to Guardian.  If a Plan benefit is payable to a minor or a person
declared  incompetent  or to a person  incapable of handling the  disposition of
property, the Committee may direct payment to the guardian, legal representative
or person having the care and custody of such minor,  incompetent or person. The
Committee  may  require   proof  of   incompetency,   minority,   incapacity  or
guardianship as it may deem appropriate prior to distribution. Such distribution
shall  completely  discharge  the  Committee and the Employer from all liability
with respect to such benefit.


                                   ARTICLE IX
                             BENEFICIARY DESIGNATION

   9.1 Beneficiary  Designation.  Each Participant  shall have the right, at any
time,  to designate  one (1) or more persons or an entity as  Beneficiary  (both
primary as well as secondary) to whom benefits  under this Plan shall be paid in
the  event of a  Participant's  death  prior  to  complete  distribution  to the
Participant  of the benefits due under the Plan.  Each  Beneficiary  designation
shall be in a written form  prescribed  by the  Committee  and will be effective
only when filed with the Committee during the Participant's lifetime.

   9.2 Changing Beneficiary.  Any Beneficiary  designation may be changed by the
filing of a new designation with the Committee.  The filing of a new designation
shall cancel all designations previously filed.

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<PAGE>



   9.3 No  Beneficiary  Designation.  If any  Participant  fails to  designate a
Beneficiary in the manner  provided above, if the designation is void, or if the
Beneficiary  designated by a deceased Participant dies before the Participant or
before complete  distribution of the Participant's  benefits,  the Participant's
Beneficiary shall be the Participant's estate.

   9.4 Effect of Payment.  Payment to the Beneficiary shall completely discharge
the Employer's obligations under this Plan.


                                    ARTICLE X

                                 ADMINISTRATION

   10.1 Committee;  Duties. The Plan shall be administered by the Committee. The
Committee shall have the authority to make,  amend,  interpret,  and enforce all
appropriate rules and regulations for the  administration of the Plan and decide
or resolve any and all questions,  including interpretations of the Plan, as may
arise in such administration.  Member of the Committee may be Participants under
the Plan.

   10.2 Agents. The Committee may, from time to time, employ agents and delegate
to them such  administrative  duties  as it sees fit,  and may from time to time
consult with counsel who may be counsel to the Company.  

   10.3 Binding  Effect of  Decisions.  The decision or action of the  Committee
with  respect  to  any  question  arising  out  of or  in  connection  with  the
administration,  interpretation  and  application  of the Plan and the rules and
regulations  promulgated  hereunder shall be final,  conclusive and binding upon
all persons having any interest in the Plan.

   10.4  Indemnity of Committee.  The Company shall  indemnify and hold harmless
the members of the Committee against any and all claims,  loss, damage,  expense
or liability  arising from any action or failure to act with respect to the Plan
on account of such

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<PAGE>



member's  service on the  Committee,  except in the case of gross  negligence or
willful misconduct.


                                   ARTICLE XI
                                CLAIMS PROCEDURE

   11.1 Claim. Any person claiming a benefit,  requesting an  interpretation  or
ruling under the Plan,  or requesting  information  under the Plan shall present
the request in writing to the  Committee  which shall respond in writing as soon
as practicable.

   11.2 Denial of Claim.  If the claim or request is denied,  the written notice
of denial shall state:

     (a) The reason for denial,  with specific  reference to the Plan provisions
on which the denial is based.

     (b) A description of any additional material or information required and an
explanation of why it is necessary.

     (c)  An explanation of the Plan's claims review procedure.

   11.3 Review of Claim.  Any person whose claim or request is denied or who has
not received a response  within  thirty (30) days may request a review by notice
given in writing to the Committee. The claim or request shall be reviewed by the
Committee which may, but shall not be required to, grant the claimant a hearing.
On review, the claimant may have  representation,  examine pertinent  documents,
and submit issues and comments in writing.

   11.4 Final  Decision.  The decision on review  shall  normally be made within
sixty (60) days.  If an  extension  of time is  required  for a hearing or other
special  circumstances,  the  claimant  shall be notified  and the time shall be
extended to one hundred  twenty (120) days. The decision shall be in writing and
shall state the reason and the relevant Plan provisions.

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<PAGE>



All  decisions on review shall be final and bind all parties  concerned  subject
only to judicial review.


                                   ARTICLE XII
                      TERMINATION, SUSPENSION OR AMENDMENT

   12.1 Termination, Suspension or Amendment of Plan. The Board may, in its sole
discretion,  terminate or suspend the Plan at any time, in whole or in part. The
Board may  amend  the Plan at any time.  Any  amendment  may  provide  different
benefits or amounts of benefits  from those herein set forth.  However,  no such
termination,  suspension  or amendment  shall  adversely  affect the benefits of
participants  which have  accrued  prior to such  action,  the  benefits  of any
Participant who has previously  retired, or the benefits of any Beneficiary of a
Participant who has previously died, except as otherwise determined by the Board
under Section 13.1 with respect to any Participant. Furthermore, no termination,
suspension or amendment shall alter the applicability of the vesting schedule in
Section 3.3 with respect to a Participant's  accrued benefit at the time of such
termination, suspension or amendment.

                                  ARTICLE XIII
                                  MISCELLANEOUS

   13.1 Unfunded  Plan.  This Plan is an unfunded plan  maintained  primarily to
provide  deferred  compensation  benefits for a select group of  "management  or
highly-compensated  employees"  within the meaning of Sections 201, 301, and 401
of the Employee  Retirement  Income Security Act of 1974, as amended  ("ERISA"),
and  therefore is exempt from the  provisions  of Parts 2, 3 and 4 of Title I of
ERISA.  The Board may terminate the Plan and make no further benefit payments or
remove  certain  employees as  Participants  if it is  determined  by the United
States Department of Labor, a court of competent jurisdiction, or

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<PAGE>



an opinion of counsel that the Plan constitutes an employee pension benefit plan
within the meaning of Section 3(2) of ERISA (as currently in effect or hereafter
amended) which is not so exempt.

   13.2 Unsecured General Creditor. Participants and their Beneficiaries, heirs,
successors,  and  assigns  shall  have no  secured  legal or  equitable  rights,
interest  or claims in any  property  or assets of  Employer,  nor shall they be
Beneficiaries of, or have any rights,  claims or interests in any life insurance
policies,  annuity  contracts  or the proceeds  therefrom  owned or which may be
acquired by Employer. Except as provided in Section 13.3, such policies, annuity
contracts or other assets of Employer  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 for the fulfilling of the obligations of
Employer  under this Plan.  Any and all of Employer's  assets and policies shall
be,  and  remain,  the  general,  unpledged,  unrestricted  assets of  Employer.
Employer's  obligation under the Plan shall be that of an unfunded and unsecured
promise to pay money in the future.

   13.3  Trust  Fund.  Employer  shall be  responsible  for the  payment  of all
benefits provided under the Plan. At its discretion,  Employer may establish one
(1) or more trusts, with such trustees as the Board may approve, for the purpose
of providing  for the payment of such  benefits.  Although such a trust shall be
irrevocable,  its assets  shall be held for  payment of all  Employer's  general
creditors in the event of insolvency.  To the extent any benefits provided under
the Plan are paid from any such trust, Employer shall have no further obligation
to pay  them.  If not paid  from the  trust,  such  benefits  shall  remain  the
obligation of Employer.

   13.4 Nonassignability.  Neither a Participant nor any other person shall have
any right to commute, sell, assign, transfer,  pledge,  anticipate,  mortgage or
otherwise encumber,

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<PAGE>



transfer,  hypothecate  or convey in advance of actual  receipt the amounts,  if
any, payable hereunder,  or any part thereof, which are, and all rights to which
are, expressly declared to be unassignable and  nontransferable.  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  owed by a Participant 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.

   13.5 Not a Contract of Employment.  This Plan shall not constitute a contract
of employment  between Employer and the Participant.  Nothing in this Plan shall
give a  Participant  the right to be  retained  in the service of Employer or to
interfere with the right of Employer to discipline or discharge a Participant at
any time.

   13.6 Protective  Provisions.  A Participant  shall cooperate with Employer by
furnishing any and all information  requested by Employer in order to facilitate
the payment of benefits hereunder,  and by taking such physical  examinations as
Employer may deem  necessary and by taking such other action as may be requested
by Employer.

   13.7  Governing  Law.  The  provisions  of this Plan shall be  construed  and
interpreted according to the laws of the State of Wisconsin, except as preempted
by federal law.

   13.8 Validity. If any provision of this Plan shall be held illegal or invalid
for any reason,  said  illegality or  invalidity  shall not affect the remaining
parts  hereof,  but this Plan shall be construed and enforced as if such illegal
and invalid provision had never been inserted herein.

   13.9 Notice.  Any notice or filing required or permitted under the Plan shall
be  sufficient  if in  writing  and  hand  delivered  or sent by  registered  or
certified mail. Such notice shall be deemed given as of the date of delivery or,
if delivery is made by mail, as of the

                                       19

<PAGE>



date shown on the  postmark on the receipt for  registration  or  certification.
Mailed  notice to the  Committee  shall be directed to the  Employer's  address.
Mailed  notice  to a  Participant  or  Beneficiary  shall  be  directed  to  the
individual's last known address in Employer's records.

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


                               FIRST FINANCIAL BANK



                                      By:
                                               ---------------------------------
                                               Robert S. Gaiswinkler
                                               Chairman of the Board



                                      Dated:   February 22, 1996





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