EXHIBIT 10(u)
                      EMPLOYEE STOCK OWNERSHIP PLAN (ESOP)




<PAGE>











             FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF ROCKFORD

                          EMPLOYEE STOCK OWNERSHIP PLAN


                             AS ADOPTED AND AMENDED

                             BY FIRST FINANCIAL BANK


<PAGE>



                       CONSENT IN LIEU OF SPECIAL MEETING
                          OF THE BOARD OF DIRECTORS OF
                              FIRST FINANCIAL BANK

         The  undersigned,  being all of the directors of First  Financial  Bank
("Bank"),  hereby take the following action by unanimous consent pursuant to the
Bank's bylaws, which action shall have the full force and effect of a Resolution
duly  enacted at a special  meeting of the board of directors of the Bank called
for such purpose:

         WHEREAS, the Bank acquired First Federal Savings Bank of Rockford,  FSB
("First Federal") on February 28, 1995; and

         WHEREAS,  the Bank  wishes  to adopt  First  Federal's  Employee  Stock
Ownership  Plan  ("ESOP") as its own and make certain  amendments to the ESOP as
permitted by applicable ERISA laws and the terms of such Plan.

         NOW, THEREFORE, IT IS RESOLVED, that the Bank is hereby substituted for
First  Federal as the ESOP Plan sponsor and hereby adopts the ESOP as a party to
the Trust Agreement, all pursuant to Section 13.2 of the ESOP.

         FURTHER RESOLVED, that the ESOP is hereby amended as follows:

         o        Section 1.1 is amended to provide that the name of the Plan is
                  the "First Financial Bank Employee Stock Ownership Plan."

         o        Section  1.4 is amended to provide  the Plan shall be operated
                  on the basis of a January 1--December 31 fiscal year.

         o        The  reference  to "July 1" in the  definition  of  "Break  in
                  Service" in Section 2 shall be changed to "January 1."

         o        The  definition  of "Company" in Section 2 shall be amended to
                  mean First Financial Bank and any successor to the business of
                  First Financial Bank which adopts this Plan.

         o        The definition of "Matching Employer Contributions" in Section
                  2 is deleted.

         o        The definition of "Matching Employer Contribution Account" in
                  Section 2 is deleted.

         o        The  definition of "Plan Year" in Section 2 is amended to mean
                  the Plan Year  commencing July 1, 1995 and ending December 31,
                  1995  and  each  period  of 12  consecutive  months  beginning
                  January 1 of each succeeding year.

         o        The definition of "Salary Reduction  Contributions" of Section
                  2 is deleted.



<PAGE>



         o        Section  4.1 is  amended  by  changing  the final  period to a
                  comma, and adding the following language  thereafter:  "except
                  for the contribution made on February 28, 1995, which shall be
                  credited to eligible  First Federal  employees as of such date
                  in  proportion  to their cash  compensation  earned during the
                  period from July 1, 1994 through February 28, 1995."

         o        Section  4.2(i) and 4.2(ii) are deleted and replaced  with the
                  following:  "the  number of shares of stock with a fair market
                  value  equal to the  amount  that  bears the same ratio as the
                  Active  Participant's Cash Compensation bears to the aggregate
                  Cash Compensation for all Active Participants for the 12 month
                  period  ending  on the  last  day of the  Plan  Year  shall be
                  credited to such Participant's Account."

         o        The  definition of "Active  Participant"  contained in Section
                  4.3 is  amended  as  follows:  The  period  at the end of such
                  definition  shall be  changed  to a comma,  and the  following
                  shall be inserted  thereafter:  "or (iii) for  purposes of the
                  Plan  Year  from  July 1, 1995 to  December  31,  1995,  he is
                  credited with at least 1000 hours of service  during  calendar
                  year 1995."

         o        Section 4.5 is deleted.

         o        Sections  5.2(i) and (ii) are  deleted and  replaced  with the
                  following:  (i) the benefits of the Participant provided under
                  this Plan shall be reduced and then, to the extent  necessary,
                  (ii) the annual  additions to the other  defined  contribution
                  plan shall be reduced before reducing the annual  additions to
                  the defined benefit plan.

         o        The Table contained in Section 9.1 is amended to provide as
                  follows:

                                                               Percentage of
                           Vesting Years                      Interest Vested
                           -------------                      ---------------

                                    3                               20%
                                    4                               40%
                             5 or more                             100%


         o        Section 12.2 shall be amended to add the  following  language:
                  "The members of the ESOP Committee shall be those  individuals
                  serving  from time to time as members  of the  Profit  Sharing
                  Plan Committee."


         Dated as of February 28, 1995.



<PAGE>
    



                                   SIGNATURES




By:      /s/ Robert S. Gaiswinkler           By:      /s/ Gordon M. Haferbecker
         -------------------------                    -------------------------
         Robert S. Gaiswinkler                        Gordon M. Haferbecker



By:      /s/ James O. Heinecke               By:      /s/ Robert T. Kehr
         -------------------------                    -------------------------
         James O. Heinecke                            Robert T. Kehr



By:      /s/ Paul C. Kehrer                  By:      /s/ Robert P. Konopacky
         -------------------------                    -------------------------
         Paul C. Kehrer                               Robert P. Konopacky



By:      /s/ Dr. George R. Leach             By:      /s/ Ignatius H. Robers
         -------------------------                    -------------------------
         Dr. George R. Leach                          Ignatius H. Robers



By:      /s/ John C. Seramur                 By:      /s/ John H. Sproule
         -------------------------                    -------------------------
         John C. Seramur                              John H. Sproule



By:      /s/ Ralph R. Staven                 By:      /s/ Norman L. Wanta
         -------------------------                    -------------------------
         Ralph R. Staven                              Norman L. Wanta



By:      /s/ Arlyn G. West
         -------------------------                    
         Arlyn G. West




                      Consent in Lieu of Special Meeting of
                            the Board of Directors of
                              First Financial Bank
                          dated as of February 28, 1995



<PAGE>

<TABLE>
<CAPTION>


                                                  C O N T E N T S


                                                                                                           Page No.
<S>                                                                                                              <C>
Section 1.   Plan Identity........................................................................................1
             -------------
    1.1  Name.....................................................................................................1
    1.2  Purpose..................................................................................................1
    1.3  Effective Date...........................................................................................1
    1.4  Fiscal Period............................................................................................1
    1.5  Single Plan for All Employers............................................................................1
    1.6  Interpretation of Provisions.............................................................................1

Section 2.   Definitions..........................................................................................2
             -----------
Section 3.   Eligibility for Participation.......................................................................12
             -----------------------------
    3.1  Initial Eligibility.....................................................................................12
    3.2  Definition of Eligibility Year..........................................................................12
    3.3  Terminated Employees....................................................................................12
    3.4  Certain Employees Ineligible............................................................................13
    3.5  Participation and Reparticipation.......................................................................13

Section 4.   Employer Contributions and Credits..................................................................13
             ----------------------------------
    4.1  Discretionary Contributions.............................................................................13
    4.2  Contributions for Stock Obligations.....................................................................13
    4.3  Definitions Related to Contributions....................................................................15
    4.4  Conditions as to Contributions..........................................................................16
    4.5  Matching Employer Contributions.........................................................................16

Section 5.   Limitations on Contributions and Allocations........................................................17
             --------------------------------------------
    5.1  Limitation on Annual Additions..........................................................................17
    5.2  Coordinated Limitation With Other Plans.................................................................18
    5.3  Effect of Limitations...................................................................................19
    5.4  Limitations as to Certain Participants..................................................................20
    5.5  Nondiscrimination Test for Matching Employer Contributions..............................................21
    5.6  Distribution of Excess Contributions....................................................................22
    5.7  Correction of Error.....................................................................................24
    5.8  Trust as Single Fund....................................................................................24

Section 6.   Trust Fund and Its Investment.......................................................................24
             -----------------------------
    6.1  Creation of Trust Fund..................................................................................25
    6.2  Stock Fund and Investment Fund..........................................................................25
    6.3  Acquisition of Stock....................................................................................25
    6.4  Participants' Option to Diversify.......................................................................26


                                       -i-

<PAGE>


Section 7.   Voting Rights and Dividend on Stock.................................................................27
             -----------------------------------
    7.1  Voting of Stock.........................................................................................27
    7.2  Dividends on Stock......................................................................................28

Section 8.   Adjustments to Accounts.............................................................................29
             -----------------------
    8.1  Adjustments for Transactions............................................................................29
    8.2  Valuation of Investment Fund............................................................................29
    8.3  Adjustments for Investment Experience...................................................................30

Section 9.   Vesting of Participants' Interests..................................................................30
             ----------------------------------
    9.1  Deferred Vesting in Accounts............................................................................30
    9.2  Computation of Vesting Years............................................................................30
    9.3  Full Vesting Upon Certain Events........................................................................31
    9.4  Full Vesting Upon Plan Termination......................................................................31
    9.5  Forfeitures, Repayment, and Restoral....................................................................31
    9.6  Accounting for Forfeitures..............................................................................32
    9.7  Vesting and Nonforfeitability...........................................................................32

Section 10.  Payment of Benefits.................................................................................32
             -------------------
    10.1 Benefits for Participants...............................................................................32
    10.2 Benefits on a Participant's Death.......................................................................33
    10.3 Payments Upon Divorce...................................................................................34
    10.4 Direct Transfers........................................................................................35
    10.5 Marital Status..........................................................................................36
    10.6 Delay in Benefit Determination..........................................................................36
    10.7 Accounting for Benefit Payments.........................................................................37
    10.8 Options to Receive and Sell Stock.......................................................................37
    10.9 Restrictions on Disposition of Stock....................................................................38

Section 11.  Rules Governing Benefit Claims and Review of Appeals................................................39
             ----------------------------------------------------

    11.1 Claim for Benefits......................................................................................39
    11.2 Notification by Committee...............................................................................39
    11.3 Claims Review Procedure.................................................................................40

Section 12.     The Committee and Its Functions..................................................................41

    12.1 Authority of Committee..................................................................................41
    12.2 Identity of Committee...................................................................................41
    12.3 Duties of Committee.....................................................................................42
    12.4 Valuation of Stock......................................................................................43
    12.5 Compliance with ERISA...................................................................................43
    12.6 Action by Committee.....................................................................................43
    12.7 Execution of Documents..................................................................................43
    12.8 Adoption of Rules.......................................................................................43

                                      -ii-

<PAGE>



    12.9  Responsibilities to Participants.......................................................................44
    12.10 Alternative Payees in Event of Incapacity..............................................................44
    12.11 Indemnification by Employers...........................................................................45
    12.12 Nonparticipation by Interested Member..................................................................45

Section 13.  Adoption, Amendment or Termination of the Plan......................................................45
             ----------------------------------------------
    13.1  Adoption of Plan by Other Employers....................................................................45
    13.2  Adoption of Plan by Successor..........................................................................45
    13.3  Plan Adoption Subject to Qualification.................................................................45
    13.4  Right to Amend or Terminate............................................................................47

Section 14.  Miscellaneous Provisions............................................................................48
             ------------------------
    14.1  Plan Creates No Employment Rights......................................................................48
    14.2  Nonassignability of Benefits...........................................................................48
    14.3  Limit of Employer Liability............................................................................48
    14.4  Treatment of Expenses..................................................................................49
    14.5  Number and Gender......................................................................................49
    14.6  Nondiversion of Assets.................................................................................49
    14.7  Separability of Provisions.............................................................................49
    14.8  Service of Process.....................................................................................49
    14.9  Governing State Law....................................................................................49

Section 15.  Top-Heavy Provisions................................................................................49
             --------------------
    15.1  Determination of Top-Heavy Status......................................................................49
    15.2  Minimum Contributions..................................................................................52
    15.3  Minimum Vesting........................................................................................53
    15.4  Maximum Compensation...................................................................................53
</TABLE>

                                      -iii-

<PAGE>



             FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF ROCKFORD

                          EMPLOYEE STOCK OWNERSHIP PLAN


Section 1.      Plan Identity

    1.1  Name.  The  name of this  Plan  is  "First  Federal  Savings  and  Loan
Association of Rockford Employee Stock Ownership Plan."

    1.2  Purpose.  The  purpose  of  this  Plan is to  describe  the  terms  and
conditions under which  contributions made pursuant to the Plan will be credited
and paid to the Participants and their Beneficiaries.

    1.3  Effective Date.  The Effective Date of this Plan is October 2, 1992.

    1.4 Fiscal  Period.  This Plan shall be  operated on the basis of a July 1 -
June 30 fiscal year for the purpose of keeping the Plan's  books and records and
distributing  or filing any reports or returns  required by law. 

    1.5 Single  Plan for All  Employers.  This Plan shall be treated as a single
plan with respect to all  participating  Employers  for the purpose of crediting
contributions  and forfeitures and distributing  benefits,  determining  whether
there has been any  termination  of Service,  and applying the  limitations  set
forth in Section 5. 

    1.6  Interpretation  of Provisions.  The Employers  intend this Plan and the
Trust to be a qualified stock bonus plan under Section 401(a) of the Code and an
employee stock  ownership plan within the meaning of Section  407(d)(6) of ERISA
and  Section  4975(e)(7)  of the Code.  The Plan is  intended to have its assets
invested  primarily in qualifying  employer  securities of one or more Employers
within the meaning of Section 407(d)(3) of ERISA, and

                                       -1-

<PAGE>



to satisfy any  requirement  under ERISA or the Code  applicable to such a plan.
Accordingly,  the Plan and Trust Agreement shall be interpreted and applied in a
manner consistent with this intent and shall be administered at all times and in
all  respects  in  a  nondiscriminatory  manner.  

    Section 2.  Definitions.  The following  capitalized words and phrases shall
have the meanings  specified when used in this Plan and in the Trust  Agreement,
unless the context clearly indicates otherwise:

    "Account" means a  Participant's  interest in the assets  accumulated  under
this  Plan as  expressed  in  terms  of a  separate  account  balance  which  is
periodically adjusted to reflect Employer  contributions,  the Plan's investment
experience, and distributions and forfeitures.

    "Active  Participant"  means any Employee who has satisfied the  eligibility
requirements  of  Section 3 and who  qualifies  as an Active  Participant  for a
particular Plan Year under Section 4.3.

    "Beneficiary"   means  the  person  or  persons  who  are  designated  by  a
Participant  to receive  benefits  payable  under the Plan on the  Participant's
death. In the absence of any designation or if all the designated  beneficiaries
shall die before the Participant dies or shall die before all benefits have been
paid, the Participant's Beneficiary shall be his surviving spouse. The Committee
may rely upon the advice of the  Participant's  executor or  administrator as to
the identity of the Participant's spouse.

    "Break in  Service"  means  any five or more  consecutive  12-month  periods
beginning  July 1 in which an  employee  has 500 or fewer  Hours of Service  per
period.  Solely for this purpose,  an Employee shall be considered  employed for
his normal hours of paid

                                       -2-

<PAGE>



employment

during a Recognized Absence, unless he does not resume his Service at the end of
the Recognized Absence.  Further, if an Employee is absent for any period (i) by
reason  of  the  Employee's  pregnancy,  (ii)  by  reason  of the  birth  of the
Employee's child,  (iii) by reason of the placement of a child with the Employee
in  connection  with  the  Employee's  adoption  of the  child,  or (iv) for the
purposes of caring for such child for a period beginning  immediately after such
birth or  placement,  the Employee  shall be credited  with the Hours of Service
which would normally have been credited but for such absence, up to a maximum of
501 Hours of Service,  in the first  12-month  period  which would  otherwise be
counted toward a Break in Service.

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

    "Committee" means the committee  responsible for the  administration of this
Plan in accordance with Section 12.

    "Company" means the First Federal Savings and Loan  Association of Rockford,
and any entity which succeeds to the business of First Federal  Savings and Loan
Association  of  Rockford  and adopts  this Plan as its own  pursuant to Section
14.2.

    "Compensation"  means  a  Participant's  wages,  salary,  overtime,  bonuses
(except any one-time  incentive bonus payable to an Employee under an employment
contract  dated  January  1,  1985  between  the  Employee  and  the  Employer),
commissions, and any other amounts received for personal services rendered while
in Service  from any  Employer  or an  affiliate  (within the meaning of Section
414(b), (c), and (m) of the Code). Notwithstanding

                                       -3-

<PAGE>



the foregoing, Compensation shall not include contributions, credits or benefits
paid  or  accrued  under  this  Plan or any  other  qualified  or  non-qualified
retirement plan, deferred compensation plan, stock-related plan, welfare benefit
plan or fringe benefit plan of the employer,  compensation resulting from grant,
exercise or  cancellation of stock options or stock awards or disposition of the
underlying  stock,  direct  reimbursement for expenses,  or Compensation  earned
during any portion of the Plan Year in which such employee is not a Participant.
In  all  cases,   however,   notwithstanding   any  exclusion  specified  above,
Compensation   shall  include  any  amount  which  would   otherwise  be  deemed
Compensation under this section but for the fact that it is deferred pursuant to
a salary reduction agreement under any plan described in Section 401(k), 402(h),
or 125 of the Code.

    For the purposes of applying the limits of Section 415 of the Code,  and for
purposes of applying the minimum  contribution  provisions  set forth in Section
15, Compensation shall mean, generally,  an Employee's taxable wages,  salaries,
fees for professional services, bonuses,  commissions and other amounts received
from the Employer during the limitation year to the maximum extent  permitted by
Section 415(c)(3) of the Code,  modified,  however, as necessary to conform with
the definition of  Compensation  contained in Section  415(c)(3) of the Code and
the regulations thereunder.

    For  the  purposes  of  determining   whether  an  individual  is  a  Highly
Compensated Employee,  and for the purposes of determining whether an individual
is a "Key Employee," within the meaning of Section 15 herein, Compensation shall
mean, generally,  an Employee's taxable wages,  salaries,  fees for professional
services,  bonuses,  commissions  and other  amounts  received from the Employer
during the Plan Year to the maximum extent

                                       -4-

<PAGE>



permitted by Section 415(c)(3) of the Code,  modified,  however, as necessary to
conform with the definition of  compensation  contained in Section  415(c)(3) of
the  Code  and  the  regulations  thereunder.   Notwithstanding  the  foregoing,
Compensation  under this section shall include any amount which would  otherwise
be deemed  Compensation  under this section but for the fact that it is deferred
pursuant to a salary  reduction  agreement  under any plan  described in Section
401(k), 402(h) or 125 of the Code.

    For the purposes of this Section, Compensation with respect to any Plan Year
shall  in no  event  exceed  $200,000  (as  adjusted  from  time  to time by the
Secretary  of  Treasury);  provided  however,  that in the  application  of this
$200,000  compensation limit to any Employee,  the rules of Section 414(q)(6) of
the Code shall apply (dealing with family groups of certain  Highly  Compensated
Employees),  except that,  for purposes of such rules,  the term "family"  shall
include  only the  spouse of such  Employee  and any lineal  descendant  of such
Employee  who  has not  attained  age 19  before  the  end of the  Plan  Year or
"limitation year" (as defined in Section 5.1), as the case may be.

    "Disability"  means  the  inability  to engage  in any  substantial  gainful
activity by reason of any medically  determinable  physical or mental impairment
that can be  expected  to result in death or which has lasted or can be expected
to last for a continuous  period of not less than twelve  months.  The Committee
shall determine  whether a Participant has incurred a Disability on the basis of
a medical report of a physician acceptable to the Committee.

    "Early Retirement" means the date a Participant attains age sixty-two.

    "Effective Date" means October 2, 1992.

    "Employee"  means any person employed by the Employer on a full-time  basis,
including

                                       -5-

<PAGE>



self-employed  individuals and including  officers,  but excluding  directors in
their  capacity as such;  provided,  however,  that the term Employee  shall not
include  any Leased  Employees  within the meaning of Section  414(n)(6)  of the
Code, or any Employees included in the unit of employees covered by a collective
bargaining  agreement  with the  Employer  that does not  expressly  provide for
participation of such Employees Plan, where there has been good-faith bargaining
between the Employer and Employees' representatives on the subject of retirement
benefits.  An individual  shall be deemed to be employed on a full-time basis as
of his date of employment with the Employer if he is expected by the Employer to
complete at least 1,000 Hours of Service during the 12 consecutive  month period
commencing on the date he is employed by the  Employer.  If an individual is not
hired on a  full-time  basis,  but  actually  completed  at least 1,000 Hours of
Service during the aforementioned 12 consecutive month period or during any Plan
Year commencing after he is employed by the Employer, he shall be deemed to be a
full-time  employee  on a  retroactive  basis  as of the  first  day of  such 12
consecutive month period or such Plan Year, as the case may be.

    "Employer"  means the Company or any affiliate within the meaning of Section
414(b), (c) or (m) and 415(h) of the Code, any other  Corporation,  Partnership,
or proprietorship  which adopts this Plan with the Company's consent pursuant to
Section 13.1,  and any entity which succeeds to the business of any Employer and
adopts the Plan pursuant to Section 13.2.

    "Entry Date" means the Effective  Date of the Plan and the first day of each
month thereafter.

    "ERISA"  means the  Employee  Retirement  Income  Security Act of 1974 (P.L.
93-406, as amended).

                                       -6-

<PAGE>



    "Highly  Compensated  Employee"  for any Plan Year  means an  Employee  who,
during either of that or the  immediately  preceding  Plan Year,  (i) owned more
than five percent of the outstanding  equity interest of the outstanding  voting
interest in any Employer,  (ii) had Compensation  exceeding $75,000 (as adjusted
pursuant  to  section  415(d) of the  Code),  (iii) had  Compensation  exceeding
$50,000 (as adjusted  pursuant to section  415(d) of the Code) and was among the
most highly compensated  one-fifth of all Employees,  or (iv) was at any time an
officer of an Employer and had Compensation  exceeding $45,000 (or 50 percent of
the currently  applicable dollar limit under Section  415(b)(1)(A) of the Code).
For this purpose:

    (a) "Compensation" shall not include any amount which is excludable from the
Employee's  gross income for tax purposes  pursuant to Sections 125,  402(a)(8),
402(h)(1)(B), or 403(b) of the Code.

    (b) The number of Employees in "the most highly compensated one-fifth of all
Employees"  shall be determined by taking into account all  individuals  working
for all related employer entities described in the definition of "Service",  but
excluding  any  individual  who has not  completed  six months of  Service,  who
normally works fewer than six months per year, who has not reached age 21, whose
employment  is  covered  by a  collective  bargaining  agreement,  or  who  is a
nonresident alien who received no earned income from United States sources.

    (c) The number of individuals  counted as "officers"  shall not be more than
the lesser of (i) 50  individuals  and (ii) the greater of 3  individuals  or 10
percent of the total number of Employees.  If no officer earns more than $45,000
(or the  adjusted  limit),  then  the  highest  paid  officer  shall be a Highly
Compensated Employee.

    (d) A former employee shall be treated as a highly  compensated  employee if
such

                                       -7-

<PAGE>



employee was a highly  compensated  employee when such employee  separated  from
service, or if such employee was a highly compensated employee at any time after
attaining age 55.

    "Hours of Service"  means  hours to be  credited  to an  Employee  under the
following rules:

    (a) Each hour for which an  Employee  is paid or is  entitled to be paid for
services to an Employer is an Hour of Service.

    (b) Each hour for which an Employee is  directly  or  indirectly  paid or is
entitled to be paid for a period of  vacation,  holidays,  illness,  disability,
lay-off,  jury duty,  temporary military duty, or leave of absence is an Hour of
Service.  However,  except as otherwise  specifically provided, no more than 501
Hours of Service  shall be credited  for any single  continuous  period which an
Employee performs no duties.  Further,  no Hours of Service shall be credited on
account of payments made solely under a plan  maintained to comply with worker's
compensation,  unemployment  compensation,  or disability  insurance laws, or to
reimburse an Employee for medical expenses.

    (c) Each hour for which back pay  (ignoring  any  mitigation  of damages) is
either  awarded or agreed to by an Employer is an Hour of Service.  However,  no
more than 501 Hours of  Service  shall be  credited  for any  single  continuous
period during which an Employee would not have performed any duties.

    (d) Hours of Service  shall be  credited in any one period only under one of
the foregoing paragraphs (a), (b) and (c); an Employee may not get double credit
for the same period.

    (e) If an Employer finds it impractical to count the actual Hours of Service
for any class or group of non-hourly  Employees,  each Employee in that class or
group shall be credited

                                       -8-

<PAGE>



with 45 Hours of Service for each weekly pay period in which he has at least one
Hour of  Service.  However,  an Employee  shall be credited  only for his normal
working hours during a paid absence.

    (f) Hours of Service to be  credited  on account of a payment to an Employee
(including  back pay) shall be  recorded  in the period of Service for which the
payment was made.  If the period  overlaps two or more Plan Years,  the Hours of
Service  credit shall be allocated in proportion to the  respective  portions of
the period included in the several Plan Years.  However,  in the case of periods
of 31 days or less,  the  Administrator  may apply a uniform policy of crediting
Hours of Service to either the first Plan Year or the second.

    (g) In all  respects  an  Employee's  Hours of  Service  shall be counted as
required  by  Section  2530.200b-2(b)  and  (c) of  the  Department  of  Labor's
regulations under Title I of ERISA.

    "Investment  Fund" means that portion of the Trust Fund consisting of assets
other than Stock.

    "Matching Employer  Contributions"  means contributions made by the Employer
pursuant  to Section  4.5 to a  Participant's  Matching  Employer  Contributions
Account.

    "Matching Employer Contributions Account" means those Matching Employer
Contributions made to a Participant's Matching Employer Contributions Account.

    "Normal Retirement Age"  means a Participant's 65th birthday.

    "Normal Retirement Date" means the first day of the month coincident with or
next following attainment of Normal Retirement Age.

    "Participant"  means any Employee who is  participating  in the Plan, or who
has previously

                                       -9-

<PAGE>



participated in the Plan and still has a balance credited to his Account.

    "Plan Year" means the plan year  commencing July 1, 1992 and ending June 30,
1992  and  eachperiod  of 12  consecutive  months  beginning  on  July 1 of each
succeeding year. "Recognized Absence" means a period for which --

    (a) an Employer grants an Employee of leave of absence for a limited period,
but only if an Employer grants such leaves on a nondiscriminatory  basis; or 

    (b) an Employee is temporarily  laid off by an Employer  because of a change
in business

conditions; or

    (c) an Employee is on active  military duty, but only to the extent that his
employment  rights are protected by the Military  Selective  Service Act of 1967
(38 U.S.C. sec. 2021).

    "Salary Reduction Contributions" means contributions made at the election of
a Participant  to the First  Federal  Savings and Loan  Association  of Rockford
401(k) Savings Plan.

    "Service"  means an  Employee's  period(s) of  employment  with an Employer,
excluding for initial  eligibility  purposes any period in which the  individual
was a  nonresident  alien and did not receive from an Employer any earned income
which  constituted  income from sources within the United States.  An Employee's
Service shall include any service which  constitutes  service with a predecessor
employer within the meaning of Section 414(a) of the Code. An Employee's Service
shall also include any service with an entity which is not an employer, but only
either  (i) in which the  other  entity  is a member  of a  controlled  group of
corporations or is under common control with other trades and businesses  within
the meaning of Section

                                      -10-

<PAGE>

414(b) or 414(c) of the Code, and a member of the controlled group or one of the
trades and  businesses  is an  Employer,  or (ii) in which the other entity is a
member of an affiliated  service  group within the meaning of Section  414(m) of
the Code, and a member of the Affiliated service group is an Employer.

    "Spouse"  means the  individual,  if any, to whom a Participant  is lawfully
married on the date benefit  payments to the Participant are to begin, or on the
date of the Participant's death, if earlier.

    "Stock" means shares of voting  common stock or preferred  stock meeting the
requirements  of  Section  409(e)(3)  of the Code  issued by an  Employer  or an
affiliated corporation.

    "Stock Fund" means that portion of the Trust Fund consisting of Stock.

    "Stock  Obligation"  means an  indebtedness  arising  from any  extension of
credit to the Plan or the Trust  which was  obtained  for the  purpose of buying
Stock and which satisfies the  requirements set forth in Section 6.3. 

    "Trust" or "Trust Fund" means the trust fund created under this Plan.

    "Trust  Agreement"  means the agreement  between the Company and the Trustee
concerning  the  Trust  Fund.  If any  assets  of the  Trust  Fund are held in a
co-mingled trust fund with assets of other qualified  retirement  plans,  "Trust
Agreement"  shall be  deemed  to  include  the trust  agreement  governing  that
co-mingled   trust  fund.   With  respect  to  the   allocation   of  investment
responsibility  for the assets of the Trust Fund,  the provisions of Section 2.2
of the Trust Agreement are incorporated herein by reference. 

    "Trustee" means one or more corporate persons and individuals  selected from
time to

                                      -11-

<PAGE>



time by the Company to serve as trustee or co-trustees of the Trust Fund.

    "Unallocated  Stock Fund" means that portion of the Stock Fund consisting of
the Plan's holding of stock which have been acquired in exchange for one or more
Stock  obligations  and which have not yet been  allocated to the  Participant's
Accounts in accordance with Section 4.2.  

    "Valuation  Date" means the last day of the Plan Year and each other date as
of  which  the  committee  shall  determine  the  investment  experience  of the
Investment Fund and adjust the Participants' accounts accordingly.

    "Valuation  Period" means the period  following a Valuation  Date and ending
with the next Valuation Date. 

    "Vesting Year" means a unit of Service credited to a Participant pursuant to
Section 9.2 for the purposes of determining  his vested interest in his Account.

    Section 3. Eligibility for Participation.  

    3.1 Initial Eligibility.  

    (a) An Employee who on the  Effective  Date has both attained age 21 and has
1,000  Hours of  Service  (based on the date his  employment  with the  Employer
commenced)  shall become a participant on the Effective Date. The eligibility of
all other Employees to participate in the Plan shall be determined in accordance
with Section  3.1(b).  

    (b) An Employee shall enter the Plan as of the Entry Date coinciding with or
next  following  the  later  of the  following  dates:  

       (i) the last day of the Employee's first Eligibility Year, and

       (ii) the Employee's 21st birthday.

                                      -12-

<PAGE>



    However,  if an  employee is not in active  Service  with an Employer on the
date he would  otherwise first enter the Plan, his entry shall be deferred until
the next day he is in Service.

    3.2  Definition  of  Eligibility  Year.  An  "Eligibility   Year"  means  an
applicable  eligibility  period (as defined  below) in which the Employee has at
least 1,000 Hours of Service. For this purpose,

       (a) an Employee's first "eligibility  period" is the 12-consecutive month
period beginning on the first day on which he has an Hour of Service, and

       (b) his  subsequent  eligibility  periods  will be  12-consecutive  month
periods beginning on each January 1 after that first day of Service.

    3.3 Terminated or Part-Time  Employees.  No Employee shall have any interest
or rights under this Plan if (i) he is never in active  Service with an Employer
on or after the Effective  Date, or (ii) he has 500 or fewer hours of Service in
any eligibility  period  beginning before the Effective Date and he never has an
Eligibility Year after such period.

    3.4 Certain Employees Ineligible.  No Employee shall participate in the Plan
while his service is covered by a  collective  bargaining  agreement  between an
Employer  and  the  Employee's  collective  bargaining   representative  if  (i)
retirement  benefits have been the subject of good faith bargaining  between the
Employer and the  representative  and (ii) the collective  bargaining  agreement
does not  provide  for the  Employee's  participation  in the  Plan  while he is
actually employed by a leasing organization rather than an Employer.

    3.5  Participation  and  Reparticipation  Subject to the satisfaction of the
foregoing  requirements,  an Employee shall  participate in the Plan during each
period of his Service from the date on which he first becomes eligible until his
termination. For this purpose, an

                                      -13-

<PAGE>



Employee  returning  within  five years of his  eligibility  requirements  shall
re-enter the Plan as of the date of his return to Service with an Employer.

Section 4.      Employer Contributions and Credits.

    4.1  Discretionary  Contributions.  Each employer may contribute in its sole
discretion,  with respect to a Plan Year,  such amounts as it may determine from
time to time. The

Employers'  contributions  and  available  forfeitures  for a Plan Year shall be
credited  as of  the  last  day of  the  year  to  the  Accounts  of the  Active
Participants in proportion to their amounts of Cash Compensation.

    4.2 Contributions for Stock Obligations.  If the Trustee,  upon instructions
from the Committee,  incurs any Stock Obligation upon the purchase of Stock, the
Employers  shall,  subject to the provisions of the Company's Plan of Conversion
and any  regulatory  prohibitions,  contribute  for  each  Plan  Year an  amount
sufficient  to cover all  payments of  principal  and  interest as they come due
under  the  terms of the  Stock  Obligation.  If there  is more  than one  Stock
Obligation,  the Employers shall designate the one to which any  contribution is
to be  applied.  The  Employers'  obligation  to make  contributions  under this
Section 4.2 shall be reduced to the extent of any investment  earnings  realized
on such contributions,  any dividends paid by the Employers on Stock held in the
Unallocated Stock Account, (which earnings and dividends shall be applied to the
Stock  Obligation  related  to  that  Stock)  and  by  the  Employers'  Matching
Contributions.

    In  each   Plan  Year  in  which   Employer   contributions,   earnings   on
contributions, or

                                      -14-

<PAGE>



dividends on unallocated Stock are used as payments under a Stock Obligation,  a
certain number of shares of the Stock acquired with that Stock  Obligation which
is then held in the  Unallocated  Stock Fund shall be  released  for  allocation
among the Participants.  The number of shares released shall bear the same ratio
to the total  number of those  shares  then held in the  Unallocated  Stock Fund
(prior to the release) as (i) the  principal  and interest  payments made on the
Stock  Obligation  in the current  Plan Year bears to (ii) the sum of (i) above,
and the remaining  principal and interest  payments required (or projected to be
required  on the  basis of the  interest  rate in  effect at the end of the Plan
Year) to satisfy the Stock Obligation.

    At the direction of the  Committee,  the current and  projected  payments of
interest under a Stock  Obligation  may be ignored in calculating  the number of
shares to be  released  in each year if (i) the Stock  Obligation  provides  for
annual payments of such amounts for 10 years,  (ii) the interest included in any
payment is ignored only to the extent that it would be determined to be interest
under  standard  loan  amortization  tables,  and  (iii)  the term of the  Stock
Obligation, by reason of renewal, extension, or refinancing, has not exceeded 10
years from the original acquisition of the Stock.

    For these purposes, each Stock Obligation,  the Stock purchased with it, and
any dividends on such Stock, shall be considered separately.  The Stock released
from the  Unallocated  Stock Fund in any Plan Year shall be  credited  as of the
last day of such year as follows:

    (i)  first,  subject to Section  5.5  herein,  the number of shares of Stock
         with a fair market  value equal to the Matching  Employer  Contribution
         made on  behalf  of an  Active  Participant  shall be  credited  to the
         Participant's matching Employer Contributions Account; and then

                                      -15-

<PAGE>



    (ii) the number of shares of Stock  with a fair  market  value  equal to the
         amount  that  bears the same  ratio as the  Active  Participant's  Cash
         Compensation  bears to the aggregate  Cash  Compensation  of all Active
         Participants for the Plan Year shall be credited to such  Participant's
         Account. 

         4.3  Definitions  Related to  Contributions.  For the  purposes of this
Plan,  the following  terms have the meanings  specified:  

    "Active  Participant"  means a Participant who has satisfied the eligibility
requirements  under  Section 3. However,  a Participant  shall not qualify as an
Active  Participant  unless  (i) he is  credited  with at least  1,000  Hours of
Service during the Plan Year and he is in active Service with an Employer on the
last day of the Plan  Year,  or (ii) he is on a  Recognized  Absence  as of that
date, or (iii) his Service  terminated  during the Plan Year by reason of Normal
Retirement,  Early Retirement,  Disability or death. 

    "Cash  Compensation"  means  a  Participant's  cash  compensation  from  his
Employer  during  the Plan Year  ending  with or within  that Plan Year which is
required to be reported as wages on the Participant's  Form W-2. A Participant's
Cash Compensation also includes compensation that is not currently includable in
the  Participant's  taxable  income by  reason of  Sections  125,  402(a)(8)  or
402(h)(1)(B) of the Code. A Participant's  Cash  Compensation  shall exclude any
compensation  in excess of  $200,000  (or the limit  currently  in effect  under
Section 401(a)(17) of the Code).

    4.4 Conditions as to Contributions.  Employers'  contributions  shall in any
event be subject to the limitation set forth in Section 5.  Contributions may be
made in the form of  cash,  or  securities  and  other  property  to the  extent
permissible under ERISA, including

                                      -16-

<PAGE>



Stock,  and shall be held by the Trustee in accordance with the Trust Agreement.
In addition to the  provisions  of Section 13.3 for the return of an  Employer's
contributions  in  connection  with a failure of the plan to  qualify  initially
under the Code,  any  amount  contributed  by an  Employer  due to a good  faith
mistake of fact, or based upon a good faith but erroneous  determination  of its
deductibility  under Section 404 of the Code,  shall be returned to the Employer
within one year after the date on which the contribution was originally made, or
within  one  year  after  its  nondeductibility  has  been  finally  determined.
Notwithstanding the foregoing,  earnings attributable to the excess contribution
may not be returned to the Employer. However, the amount to be returned shall be
reduced to take account of any adverse  investment  experience  within the Trust
Fund in order that the  balance  credited to each  Participant's  Account is not
less than it would have been if the contribution had never been made.

    4.5 Matching Employer  Contributions.  For each Plan Year, the Employer,  in
its sole discretion, may make a contribution equal to a percentage of the Salary
Reduction Contributions made for the Plan Year on behalf of each Participant.

Section 5. Limitations on Contributions and Allocations.

    5.1  Limitation on Annual Additions.

Notwithstanding   the  provisions  of  Section  4,  the  annual  addition  to  a
Participant's  accounts  under  this and any other  defined  contribution  plans
maintained  by the  Employers  or an  affiliate  (within  the purview of Section
414(b),  (c), and (m) and Section 415(h) of the Code,  which  affiliate shall be
deemed an Employer for this purpose) shall not exceed for any limitation year an
amount equal to the lesser of --

                                      -17-

<PAGE>



    5.1-1 $30,000, or the dollar limitation currently in effect; or

    5.1-2 25 percent of the Participant's Compensation for such limitation year.
For  purposes of this  Section 5.1 and the  following  Section  5.2, the "annual
addition"  to a  Participant's  accounts  means  the  sum  of (i)  the  Employer
contributions  (including  any  Matching  Employer  Contributions)  and Employee
forfeitures  credited to a  Participant's  accounts with respect to a limitation
year, plus (ii) the Participant's  total voluntary  contributions for that year.
Notwithstanding  the foregoing,  the 25 percent of  compensation  limitation set
forth above shall not apply to any contribution for medical benefits (within the
meaning of Section 419(f)(2) of the Code) after a Participant's  separation from
service,  which  contribution is otherwise  treated as an annual  addition.  The
$30,000 and $90,000  limitations  referred to for each  limitation year shall be
automatically   adjusted  to  the  new  dollar  limitations  determined  by  the
Commissioner  of  Internal  Revenue  for the  calendar  year  beginning  in that
limitation year.  Notwithstanding  the foregoing,  if the special limitations on
annual  additions  described  in  section  415(c)(6)  of the Code  applies,  the
limitations  described  in  this  section  shall  be  adjusted  accordingly.   A
"limitation year" means each 12 consecutive month period beginning July 1.

    5.2  Coordinated  Limitation  with Other  Plans.  Aside from the  limitation
prescribed in Section 5.1 with respect to the annual addition to a Participant's
accounts for any single limitation year, if a Participant participates in one or
more defined benefit plans maintained by an Employer or an affiliate,  or in one
or more defined  contribution  plans  maintained by an Employer or an affiliate,
then (i) the benefits of the  Participant  provided  under the defined  benefits
plan  shall be  reduced  and then,  to the  extent  necessary,  (ii) the  annual
additions to

                                      -18-

<PAGE>



the other defined  contribution plan shall be reduced before reducing the annual
additions to this Plan.  Such benefits or annual  additions  shall be reduced so
that the sum of his defined  contribution  plan fraction and his defined benefit
plan fraction does not exceed one. For this purpose:

    5.2-1 A Participant's  defined  contribution plan fraction with respect to a
Plan Year  shall be a  fraction,  (i) the  numerator  of which is the sum of the
annual  additions  to his  accounts  through  the  current  year,  and  (ii) the
denominator  of which is the sum of the lesser of the following  amounts -A- and
-B- determined for the current limitation year and each prior limitation year of
Service with an Employer:  -A- is 1.25 times  $30,000,  or 1.0 times such dollar
limitation if the Plan is top-heavy,  and -B- is 35 percent of the Participant's
Compensation  for such year.  Further,  if the  Participant  participated in any
related defined contribution plan in any years beginning before 1976, any excess
of the sum of the actual  annual  additions  to the  Participant's  accounts for
those  years over the  maximum  annual  additions  which could have been made in
accordance with Section 5.1 shall be ignored, and voluntary contributions by the
Participant  during those years shall be taken into account as to each year only
to the extent  that his average  annual  voluntary  contribution  in those years
exceeded 10 percent of his average annual Compensation in those years.

    5.2-2 A  Participant's  defined  benefit  plan  fraction  with  respect to a
limitation year shall be a fraction, (i) the numerator of which is his projected
annual benefit payable at normal retirement under the Employer's defined benefit
plans,  and  (ii) the  denominator  of which  is the  lesser  of (a) 1.25  times
$90,000,  or 1.0 times such dollar limitation if the Plan is top-heavy,  and (b)
1.4 times the Participant's average Compensation during his highest-

                                      -19-

<PAGE>



paid three consecutive limitation years.

    5.3 Effect of  Limitations.  The Committee shall take whatever action may be
necessary from time to time to assure  compliance  with the limitation set forth
in Section 5.1 and 5.2. Specifically, the Committee shall see that each Employer
restrict its  contributions  for any Plan Year to an amount  which,  taking into
account the amount of available forfeitures,  may be completely allocated to the
Participants  consistent with those  limitations.  Where the  limitations  would
otherwise be exceeded by any Participant, further allocations to the Participant
shall be curtailed to the extent necessary to satisfy the limitations.  Where an
excessive  amount is contributed  on account of a mistake as to a  participant's
compensation,  or there are forfeitures which may not be credited in the current
Plan Year, the amount shall be held in a suspense account and shall be allocated
to the  Participant in lieu of any Employer  contributions  with respect to such
Participant  in future years until it is  eliminated.  Any amount that cannot be
allocated to the Participant before the Participant ceases  participation in the
Plan shall be held in a suspense  account  and shall be used to reduce  Employer
Contributions  for all remaining  Participants in the Plan. If any amount cannot
be credited  consistent  with these  limitations  before the  termination of the
Plan, such amount shall be returned to the Employer.

    5.4 Limitations as to Certain  Participants.  Aside from the limitations set
forth in Section 5.1 and 5.2, if the Plan acquires any Stock in a transaction as
to which a selling  shareholder  or the  estate  of a  deceased  shareholder  is
claiming the benefit of Section 1042 of the Code,  the Committee  shall see that
none of such Stock,  and no other assets in lieu of such Stock, are allocated to
the Accounts of certain Participants in order to comply with

                                      -20-

<PAGE>



Section  409(n)  of the Code.  This  restriction  shall  apply at all times to a
Participant  who owns (taking into account the  attribution  rules under Section
318(a) of the Code,  without regard to the exception for employee plan trusts in
Section  318(a)(2)(B)(i)  more  than 25  percent  of any  class  of  stock  of a
corporation which issued the Stock acquired by the Plan, or another  corporation
within the same controlled  group,  as defined in Section  409(1)(4) of the Code
(any such class of stock hereafter called a "Related Class").  For this purpose,
a  Participant  who owns more than 25 percent of any  Related  Class at any time
within the one year preceding the Plan's  purchase of the Stock shall be subject
to the restriction as to all allocations of the Stock, but any other Participant
shall be subject to the restriction only as to allocations which occur at a time
when he owns more than 25 percent of any Related Class.

    Further,  this restriction shall apply to the selling  shareholder  claiming
the benefit of Section 1042 and any other  Participant  who is related to such a
shareholder  within the meaning of Section 267(b) of the Code, during the period
beginning on the date on which the Plan  purchases the Stock and ending 10 years
after  the  later  of (i) the  date of such  purchase,  and (ii) the date of the
allocation under Section 4.2 attributable to the final payment on whatever Stock
Obligations were incurred with the Purchase.

    This  restriction  shall  not  apply  to any  Participant  who  is a  lineal
descendant of a selling shareholder if the aggregate amounts allocated under the
Plan for the benefit of all such  descendants  do not exceed five percent of the
Stock acquired from the shareholder.

    5.5   Nondiscrimination   Test   for   Matching   Employer    Contributions.
Notwithstanding  anything  herein  to the  contrary,  the  Plan  shall  meet the
nondiscrimination test of Section 401(m) of the Code (described in Section 5.5-1
and applicable regulations) for each Plan

                                      -21-

<PAGE>



Year. In order to meet the  nondiscrimination  test, any or all of the following
steps may be taken:

    (a) At any time during the Plan Year,  the Committee may limit the amount of
Matching Employer Contributions that may be made on behalf of Highly Compensated
Employees;

    (b) The Committee may reduce the Matching  Employer  Contributions  made for
the Plan Year to the extent necessary to meet the requirements of Section 401(m)
of the Code, in the manner described in Section 5.7;

    (c) The  Committee  may  recommend  to the Board that the  Employer  make an
additional  Matching  Employer  Contribution  to the  Plan  for the  benefit  of
Participants  who  are  not  Highly  Compensated   Employees.   This  additional
allocation may be made based on Participants' Compensation; and

    (d) The  Committee  may take  any  other  steps  that  the  Committee  deems
appropriate.

    5.5-1  The  nondiscrimination  requirements  of  Section  401(m) of the Code
require that, in each Plan Year, the Contribution  Percentage (defined below) of
the eligible Highly Compensated Employees does not exceed the greater of:

    (a) The Contribution  Percentage of all other eligible Employees  multiplied
by 1.25; or

    (b)  The  lesser  of  the  Contribution  Percentage  of all  other  eligible
Employees multiplied by 2, or the Contribution  Percentage of all other eligible
Employees plus 2 percentage points.

    5.5-2 The Contribution Percentage for a group of Employees is the average of
the ratios, calculated separately for each Employee in that group, of the amount
of Matching Employer Contributions that are credited under the Plan of behalf of
each Employee for the Plan Year,  to the  Employee's  Compensation  for the Plan
Year. Use of the alternative limitation shall be

                                      -22-

<PAGE>



subject to the provisions of Treasury  Regulation ss.  1.401(m)-2  regarding the
multiple use of the alternative  deferral tests set forth in Sections 401(k) and
401(m) of the Code.

    5.5-3 Notwithstanding the foregoing,  if the test described in Section 5.5-1
is not satisfied for a Plan Year, the Committee may use any other test permitted
under  Section  401(m)  of the Code to  determine  whether  the Plan  meets  the
nondiscrimination requirements of Section 401(m) of the Code.

    5.6  Distribution of Excess Contributions.

    5.6-1 If Matching Employer  Contributions with respect to Highly Compensated
Employees are required to be reduced as a result of the nondiscrimination  tests
described in Section 5.5, the excess Matching Employer  Contributions and income
attributable  thereto shall be distributed to the Highly  Compensated  Employees
after the close of the Plan Year (but within 2-1/2 months after the close of the
Plan Year) to which the Matching Employer  Contributions  relate. In determining
the amount of the distributions under this Section,  the Committee shall use the
leveling method described in Section 5.6-4

    5.6-2 The  amount of income  attributable  to excess  contributions  is that
portion of the income on the  Participant's  Account to which the  contributions
were  allocated  for the Plan Year that  bears the same  ratio as the  amount of
excess contributions bears to the total balance of that Account.

    5.6-3 The distributions  required under this Section may be made without the
consent of the  Participant  or his spouse and may be made without regard to any
Qualified Domestic Relations Order described in Section 14.2.

    5.6-4 Leveling Method.

                                      -23-

<PAGE>

    (a) If the  Contribution  Percentage  of a Highly  Compensated  Employee  is
determined by combining the  contributions and compensation of only those family
members of the Employees who are Highly Compensated Employees (without regard to
family aggregation),  then the Contribution  Percentage is reduced in accordance
with the "leveling method" described below and the excess  contributions for the
family  unit are  allocated  among  the  family  members  in  proportion  to the
contributions of each family member that have been combined. If the Contribution
Percentage  of the Highly  Compensated  Employee is  determined by combining the
compensation  of all  family  members  of the  Employee,  then the  Contribution
Percentage is reduced in accordance with the leveling method,  but not below the
Contribution Percentage of eligible non-highly compensated family members.

    (b) Excess contributions are determined by taking into account contributions
of eligible family members who are Highly Compensated  Employees (without regard
to family aggregation) and are allocated among such family members in proportion
to their  contributions If further  reduction of the Contribution  Percentage is
required,  excess contributions  resulting from this reduction are determined by
taking into account the  contributions  of all family  members and are allocated
among such family members in proportion to their contributions.

    (c) The leveling method of reducing an Employee's excess  contributions,  as
described above, means the method of reducing the excess contributions of Highly
Compensated Employees as follows:

         Step One. Reduce the Contribution  Percentage of the Highly Compensated
         Employee with the highest Contribution  Percentage until either (i) the
         nondiscrimination test is

                                      -24-

<PAGE>



         satisfied,  or (ii) such  Highly  Compensated  Employee's  Contribution
         Percentage  is equal to the next highest  Contribution  Percentage of a
         Highly  Compensated  Employee,  whichever  occurs  first.  

         Step Two. If necessary,  reduce the  Contribution  Percentages  of both
         Highly Compensated Employees with the highest Contribution  Percentages
         (after application of Step One) until either (i) the  nondiscrimination
         test  is  satisfied,   or  (ii)  such  Highly  Compensated   Employees'
         Contribution  Percentages  are equal to the next  highest  Contribution
         Percentage of a Highly Compensated Employee, whichever occurs first.

         Step Three. Continue the procedure until the nondiscrimination  test is
         satisfied.

    5.7  Correction  of  Error.  If an  error  is  made in the  adjustment  of a
Participant's  Accounts, the error shall be corrected by the Committee,  and any
gain or loss resulting  from the  correction  shall be credited to the income or
charged  as an  expense  of the  Trust  Fund  for the  Plan  Year in  which  the
correction  is made.  In no event shall the  Accounts of other  Participants  be
adjusted on account of the error.

    5.8 Trust as Single Fund:  The creation of separate  Accounts for accounting
and  bookkeeping  purposes shall not restrict the Trustee in operating the Trust
as a single Fund. Section 6. Trust Fund and Its Investment.

    6.1  Creation  of Trust  Fund.  All  amounts  received  under  the Plan from
Employers and investments  shall be held as the Trust Fund pursuant to the terms
of this Plan and of the Trust Agreement between the Company and the Trustee. The
benefits  described  in this Plan shall be  payable  only from the assets of the
Trust Fund, and none of the Company, any other Employer,  its board of directors
or trustees, its stockholders, its officers, its employees, the

                                      -25-

<PAGE>



Committee, and the Trustee shall be liable for payment of any benefit under this
Plan except from the Trust Fund.

    6.2 Stock and  Investment  Fund.  The Trust Fund held by the Trust  shall be
divided into the Stock Fund,  consisting  entirely of Stock,  and the Investment
Fund,  consisting of all assets of the Trust other than Stock. The Trustee shall
have no investment  responsibility for the Stock Fund, but shall acquire,  sell,
exchange, distribute, and otherwise deal with and dispose of Stock in accordance
with the instructions of the Committee.  The Trustee shall invest the Investment
Fund in accordance with the direction received by the Committee,  or, where such
investment  responsibility  is  delegated  to one or  more  investment  managers
pursuant to the Trust Agreement, as directed by the investment manager.

    6.3  Acquisition of Stock.  From time to time the Committee may, in its sole
discretion,  direct the Trustee to acquire  Stock from the  issuing  Employer or
from  shareholders,  including  shareholders  who  are or have  been  Employees,
Participants, or fiduciaries with respect to the Plan. The Trustee shall pay for
such  Stock no more  than its  fair  market  value,  which  shall be  determined
conclusively by the Committee pursuant to Section 12.4. The Committee may direct
the  Trustee  to finance  the  acquisition  of Stock by  incurring  or  assuming
indebtedness to the seller or another party which indebtedness shall be called a
"Stock  Obligation".  Any Stock  Obligation  shall be subject  to the  following
conditions and limitations:

    6.3-1 A Stock  Obligation shall be for a specific term, shall not be payable
on demand  except in the event of default,  and shall bear a reasonable  rate of
interest.

    6.3-2 A Stock  Obligation  may,  but need not,  be secured  by a  collateral
pledge of either

                                      -26-

<PAGE>



the Stock acquired in exchange for the Stock Obligation, or the Stock previously
pledged in connection with a prior Stock  Obligation  which is being repaid with
the proceeds of the current  Stock  Obligation.  No other assets of the Plan and
Trust may be used as collateral for a Stock Obligation,  and no creditor under a
Stock  Obligation  shall have any right or recourse to any Plan and Trust assets
other than Stock remaining subject to a collateral pledge.

    6.3-3 Any pledge of Stock to secure a Stock  Obligation must provide for the
release of pledged Stock in connection with payments on the Stock Obligations in
the ratio prescribed in Section 4.2.

    6.3-4  Repayments of principal and interest on any Stock Obligation shall be
made by the Trustee only from Employer cash  contributions  designated  for such
payments, from earnings on such contributions,  and from cash dividends received
on Stock held in the Unallocated Stock Fund.

    6.4  Participants'  Option to Diversify.  The committee  shall provide for a
procedure  under which each  Participant  may,  during the first five years of a
certain  six-year  period,  elect to have up to 25  percent  of the value of his
Account committed to alternative  investment options within the Investment Fund.
For the sixth year in this period,  the  Participant  may elect to have up to 50
percent of the value of his Account committed to other investments. The six-year
period shall begin with the Plan Year following the first Plan Year in which the
Participant has both reached age 55 and completed 10 years of  participation  in
the Plan; a Participant's  election to diversify his Account must be made within
the 90-day  period  immediately  following  the last day of each of the six Plan
Years.  The Committee  shall see that the Investment  fund includes a sufficient
number of investment

                                      -27-

<PAGE>



options to comply with  Section  401(a)(28)(B)  of the Code.  The Trustee  shall
comply with any investment  directions  received from Participants in accordance
with the  procedures  adopted  from  time to time by the  Committee  under  this
Section 6.4.

Section 7.  Voting Rights and Dividends on Stock.

    7.1 Voting and  Tendering  of Stock.  The Trustee  generally  shall vote all
shares of Stock held under the Plan in accordance with the written  instructions
of the  Committee.  However,  if any  Employer  has  registration-type  class of
securities  within the meaning of Section  409(e)(4) of the Code, or if a matter
submitted  to the  holders  of  the  Stock  involves  a  merger,  consolidation,
recapitalization,   reclassification,   liquidation,  dissolution,  or  sale  of
substantially  all assets of an entity,  then (i) the shares of Stock which have
been  allocated  to  Participants'  Accounts  shall be voted by the  Trustee  in
accordance with the  Participants'  written  instructions,  and (ii) the Trustee
shall  vote any  unallocated  Stock in a manner  calculated  to most  accurately
reflect  the  instructions  it  has  received  from  Participant  regarding  the
allocated  Stock.  In the  event no  shares  of Stock  have  been  allocated  to
Participants'  Accounts at the time Stock is to be voted, each Participant shall
be deemed to have one share of Stock  allocated  to his or her  account  for the
sole purpose of providing the Trustee with voting instructions.  Notwithstanding
any provision hereunder to the contrary, all unallocated shares of stock must be
voted  by the  Trustee  in a  manner  determined  by the  Trustee  to be for the
exclusive  benefit of the Participants and  Beneficiaries.  Whenever such voting
rights are to be exercised,  the Employers, the Committee, and the Trustee shall
see that all Participants are provided with the same notices and other materials
as are provided to other  holders of the Stock,  and are provided  with adequate
opportunity to deliver their

                                      -28-

<PAGE>


instructions  to the Trustee  regarding  the voting of Stock  allocated to their
Accounts.  The instructions of the  Participants'  with respect to the voting of
allocated shares hereunder shall be confidential.

    7.1-1 In the event of a tender offer, Stock shall be tendered by the Trustee
in the same  manner as set forth  above  with  respect  to the  voting of Stock.
Notwithstanding any provision hereunder to the contrary,  Stock must be tendered
by the Trustee in a manner  determined  by the  Trustee to be for the  exclusive
benefit of the Participants and Beneficiaries.

    7.2 Dividends on Stock. Dividends on Stock which are received by the Trustee
in the form of additional  Stock shall be retained in the Stock Fund,  and shall
be allocated among the Participant's  Accounts and the Unallocated Stock Fund in
accordance  with their  holdings of the Stock on which the  dividends  have been
paid.  Dividends on Stock credited to Participants'  Accounts which are received
by the Trustee in the form of cash shall, at the direction of the Company paying
the dividends, either (i) be credited to the Accounts in accordance with Section
8.03  and  invested  as  part  of  the  Investment  Fund,  (ii)  be  distributed
immediately to the  Participants  in proportion with the  Participants'  Account
balance or (iii) be distributed to the Participants  within 90 days of the close
of the Plan Year in which  paid in  proportion  with the  Participants'  Account
balance.  Dividends  on Stock  held in the  Unallocated  Stock  Fund  which  are
received  by the  Trustee  in the  form  of cash  shall  be  applied  as soon as
practicable  to payments of principal  and interest  under the Stock  Obligation
incurred with the purchase of the Stock. 

    Section 8. Adjustments to Accounts.

    8.1  Adjustments  for  Transactions.  An Employer  contribution  pursuant to
Section

                                      -29-

<PAGE>



4.1 shall be  credited to the  Participants'  Accounts as of the last day of the
Plan Year for which it is contributed. Stock released from the Unallocated Stock
Fund upon the Trust's  repayment of a Stock  Obligation  pursuant to Section 4.2
shall be credited to the  Participants'  Accounts as of the last day of the Plan
Year in which the repayment occurred.  Any excess amounts remaining from the use
of proceeds of a sale of Stock from the Unallocated  Stock Fund to repay a Stock
Obligation  shall be  allocated as of the last day of the Plan Year in which the
repayment occurred among the Participants' Accounts in proportion to the opening
balance  in  each  Account.  Any  benefit  which  is paid  to a  Participant  or
Beneficiary pursuant to Section 10 shall be charged to the Participant's Account
as of the first day of the Valuation  Period in which it is paid. Any forfeiture
or restoral shall be charged or credited to the Participant's  Account as of the
first day of the Valuation  Period in which the  forfeiture  or restoral  occurs
pursuant to Section 9.6.

    8.2 Valuation of Investment  Fund. As of each  Valuation  Date,  the Trustee
shall  prepare a balance  sheet of the  Investment  Fund,  recording  each asset
(including any  contribution  receivable  from an Employer) and liability at its
fair market value.  Any liability with respect to short positions or options and
any  item  of  accrued  income  or  expense  and  unrealized   appreciation   or
depreciation  shall be  included;  provided,  however,  that such an item may be
estimated or excluded if it is not readily  ascertainable  unless  estimating or
excluding it would result in a material  distortion.  The  Committee  shall then
determine  the net  gain or loss of the  Investment  Fund  since  the  preceding
Valuation  Date,  which  shall mean the entire  income of the  investment  Fund,
including  realized and unrealized capital gains and losses, net of any expenses
to be charged to the general Investment Fund and excluding any

                                      -30-

<PAGE>



contributions  by the  Employer.  The  determination  of gain or loss  shall  be
consistent  with the balance sheets of the  Investment  Fund for the current and
preceding Valuation Dates.

    8.3  Adjustments  for  Investment  Experience.  Any net  gain or loss of the
Investment  Fund during a Valuation  Period,  as determined  pursuant to Section
8.2,  shall be  allocated as of the last day of the  Valuation  Period among the
Participants'  Accounts in proportion to the opening balance in each Account, as
adjusted  for benefit  payments and  forfeitures  during the  Valuation  Period,
without regard to whatever Stock may be credited to an Account.

Section 9. Vesting of Participants' Interests.

    9.1 Deferred  Vesting in Accounts.  A  Participant's  vested interest in his
Account  shall be based on his Vesting  Years in  accordance  with the following
Table, subject to the balance of this Section 9:

              Vesting                Percentage of
                Years               Interest Vested
                -----               ---------------
                 0-4                        0%
             5 or more                    100%

    9.2  Computation  of Vesting  Years.  For  purposes of this Plan, a "Vesting
Year" means each  12-month  period in which an Employee has at least 1,000 Hours
of  Service,  beginning  with his  Service  with any  Employer  on and after the
Effective  Date, and including  certain Service with other employers as provided
in the definition of "Service".  However, a Participant's Vesting Years shall be
computed subject to the following conditions and qualifications:

    (a) A  Participant's  vested  interest in his Account  accumulated  before a
Break in Service  shall be  determined  without  regard to any Service after the
Break.  Further,  if a Participant has a Break in Service before his interest in
his Account has become vested to some extent,

                                      -31-

<PAGE>



he shall lose credit for any Vesting Year before the Break.

    (b) Unless otherwise  specifically  excluded, a Participant's  Vesting Years
shall include any period of active  military duty to the extent  required by the
Military Selective Service Act of 1967 (38 U.S.C. Section 2021).

    9.3  Full Vesting Upon Certain Events.

Notwithstanding Section 9.1, a Participant's interest in his Account shall fully
vest on the Participant's Normal Retirement Date, provided the Participant is in
Service on or after that date. The Participant's  interest shall also fully vest
in the event that his Service is terminated by Early  Retirement,  Disability or
by death.

    9.4  Full Vesting Upon Plan Termination.

Notwithstanding Section 9.1, a Participant's interest in his Account shall fully
vest if he is in  active  Service  upon  termination  of this  Plan or upon  the
permanent and complete  discontinuance of contributions by his Employer.  In the
event of a partial  termination,  the  interest  of each  Participant  who is in
Service  shall  fully  vest  with  respect  to that  part of the  Plan  which is
terminated.

    9.5  Forfeiture,   Repayment,  and  Restoral.  If  a  Participant's  Service
terminates  before his  interest in his Account is fully  vested,  that  portion
which has not vested shall be forfeited if he either (i) receives a distribution
of his entire vested  interest  pursuant to Section 10.1, or (ii) attains Normal
Retirement  Age.  If a  Participant's  Service  terminates  prior to having  any
portion of his Account become vested,  such Participant  shall be deemed to have
received a  distribution  of his vested  interest as of the Valuation  Date next
following his termination of Service.

                                      -32-

<PAGE>



    If a  Participant  who has received his entire  vested  interest  returns to
Service before he has a Break in Service,  he may repay to the Trustee an amount
equal to the  distribution.  The  Participant  may repay such amount at any time
within five years after he has returned to Service. The amount shall be credited
to his  account  as of the last day of the Plan Year in which it is  repaid;  an
additional  amount  equal to that  portion of his Account  which was  previously
forfeited  shall  be  restored  to his  Account  at the  same  time  from  other
Employees' forfeitures and, if such forfeitures are insufficient, from a special
contribution by his Employer for that year.

    In the case of a terminated  Participant who does not receive a distribution
of his  entire  vested  interest  and whose  Service  resumes  before a Break in
Service occurs,  any undistributed  vested balance from his prior  participation
shall be maintained as a fully vested subaccount with his Account.

    9.6  Accounting  for  Forfeitures.  A  forfeiture  shall be  charged  to the
Participant's Account as of the first day of the first Valuation Period in which
the  forfeiture  becomes  certain  pursuant to Section 9.5.  Except as otherwise
provided in that Section,  a forfeiture  shall be added to the  contributions of
the  terminated  Participant's  Employer  which  are  to be  credited  to  other
Participants  pursuant  to  Section  4.1 as of the last day of the Plan  Year in
which the forfeiture becomes certain.

    9.7 Vesting and  Nonforfeitability.  A Participant's interest in his Account
which has become vested is nonforfeitable.

Section 10.     Payment of Benefits.

    10.1 Benefits for  Participants.  A  Participant  whose Service ends for any
reason

                                      -33-

<PAGE>



(including his Early Retirement) shall receive the vested portion of his Account
and his Matching Employer  Contribution  Account, if any, in a single payment as
soon as practicable  following such termination of Service;  provided,  however,
that such payment  shall be made no later than 60 days  following the end of the
Plan Year in which his  Service  ends.  Notwithstanding  the  foregoing,  if the
balance  credited  to his  Account  and to his  Matching  Employer  Contribution
Account exceeds $3,500,  his benefits shall not be paid before the latest of his
65th  birthday  or the  tenth  anniversary  of the year in  which  he  commenced
participation  in the Plan unless he elects an early  payment  date in a written
election filed with the Committee.  A Participant may modify such an election at
any time,  provided  any new  benefit  payment  date is at least 30 days after a
modified election is delivered to the Committee.  In all events, a Participant's
benefits shall be paid by April 1st of the calendar year in which he reaches age
71-1/2.  A  Participant's  benefits  from that  portion  of his  Account  or his
Matching Employer Contribution Account committed to the Investment Fund shall be
calculated  on the basis of the most  recent  Valuation  Date  before the day of
payment.

    10.2 Benefits on a  Participant's  Death.  If a Participant  dies before his
benefits are paid pursuant to Section 10.1, the balance  credited to his Account
and his Matching Employer  Contribution Account shall be paid to his Beneficiary
in a single  distribution  on or  before  the 60th day after the end of the Plan
Year in which he died.  The  benefits  from that  portion  of the  Participant's
Account and the participant's  Matching Employer  Contribution Account committed
to the  Investment  Fund  shall be  calculated  on the basis of the most  recent
Valuation Date before the date of payment.

    If a married participant dies before his benefit payments begin, then unless
he has

                                      -34-

<PAGE>



specifically  elected  otherwise  the  Committee  shall cause the balance in his
Account  and in his  Matching  Employer  contribution  Account to be paid to his
Spouse. No election by a married Participant of a different Beneficiary shall be
valid unless the election is accompanied by the Spouse's written consent,  which
(i) must  acknowledge the effect of the election,  (ii) must explicitly  provide
either that the designated  Beneficiary  may not  subsequently be changed by the
Participant  without the  Spouse's  further  consent,  or that it may be changed
without  such  consent,  and  (iii)  must be  witnessed  by the  Committee,  its
representative,  or a notary  public.  This  requirement  shall not apply if the
Participant establishes to the Committee's  satisfaction that the Spouse may not
be located.

         10.3   Payments Upon Divorce.

                (a)  If  the  Trustee  or  the  Committee  receives  a  domestic
         relations order that purports to require the payment of a participant's
         benefits to a person other than the  Participant,  the Committee  shall
         take the following steps:

                (i) If benefits are in pay status,  the  Committee  shall direct
                the Trustee to account  separately  for the amounts that will be
                payable to the Alternate  Payees (defined below) if the order is
                a Qualified Domestic Relations Order (defined below).

                (ii) The Committee shall promptly  notify the named  Participant
                and  any  Alternate  Payees  of  the  receipt  of  the  domestic
                relations   order  and  of  the   Committee's   procedures   for
                determining  if the  order  is a  Qualified  Domestic  Relations
                Order.

                (iii)  The  Committee  shall  determine  whether  the order is a
                Qualified  Domestic  Relations  Order  under the  provisions  of
                Section 414(p) of the Code.

                                      -35-

<PAGE>



                (iv) The Committee  shall notify the named  Participant  and any
                Alternate  Payees of its  determination  as to whether the order
                meets the requirements of a Qualified  Domestic Relations Order.

                (b) If, within 18 months beginning on the date the first payment
                would be made under the domestic  relations order (the "18-Month
                Period"),  the order is  determined  to be a Qualified  Domestic
                Relations  Order,  the Committee shall direct the Trustee to pay
                the  specified  amounts to the  persons  entitled to receive the
                amounts pursuant to the order.

                (c) If,  within the 18-Month  Period (i) the order is determined
                not to be a Qualified Domestic Relations Order or (ii) the issue
                as to whether the order is a Qualified  Domestic Relations Order
                has not been resolved, the Committee shall direct the Trustee to
                pay the amounts (and any interest thereon) to the Participant or
                other  person who would have been  entitled  to such  amounts if
                there had been no order.  

                (d)  If  an  order  is  determined  to be a  Qualified  Domestic
                Relations  Order  after  the  end of the  18-Month  Period,  the
                determination  shall  be  applied  prospectively  only.  

                (e) For purposes of this Section, the following terms shall have
                the following  definitions:  

                (i) Alternate Payee - Any spouse,  former spouse, child or other
                dependent  of a  Participant  who is  recognized  by a  domestic
                relations  order as  having a right to all or a  portion  of the
                benefits payable under the Plan to the Participant.

                                      -36-

<PAGE>



                (ii) Qualified Domestic Relations Order - Any domestic relations
                order or  judgment  that  meets  the  requirements  set forth in
                Section 414(p) of the Code.

    10.4  Direct  Transfers.  Effective  with  respect to an  eligible  rollover
distribution to a Participant on or after January 1, 1993, the Committee, at the
election of the  Participant,  shall  transfer all or any portion of an eligible
rollover distribution directly to another plan qualified under Section 401(a) of
the Code,  to an  Individual  Retirement  Account  within the meaning of Section
408(a) of the Code, or to any other plan permitted under applicable federal law.
For purposes of this Section 10.4, an "eligible rollover  distribution" includes
any  distribution  to a  participant  of all or any  portion of the balance of a
Participant's  Account except:  

         (a) any  distribution  that is one of a series of  substantially  equal
    periodic  payments (not less frequently than annually) made (i) for the life
    (or life  expectancy)  of the  Participant or the joint lives (or joint life
    expectancies)   of  the   Participant  and  the   Participant's   designated
    Beneficiary;  or (ii) for a  specified  period of 10 years or more;  

         (b) any  distribution to the extent that such  distribution is required
    under  Section  401(a)(9)  of the  Code;  and  

         (c) any other distributions excepted under applicable federal law. 

    10.5 Marital  Status.  The  Committee  shall from time to time take whatever
steps  it deems  appropriate  to keep  informed  of each  Participant's  marital
status.  Each  Employer  shall  provide  the  Committee  with the most  reliable
information in the Employer's  possession  regarding its  Participants'  marital
status, and the Committee may, in its discretion,  require a notarized affidavit
from any Participant as to his marital status. The

                                      -37-

<PAGE>



Committee, the Plan, the Trustee, and the Employers shall be fully protected and
discharged  from any  liability to the extent of any benefit  payments made as a
result of the Committee's  good faith and reasonable  reliance upon  information
obtained from a Participant and his Employer as to his marital status.

    10.6 Delay in Benefit Determination. If the Committee is unable to determine
the benefits  payable to a Participant  or  Beneficiary  on or before the latest
date prescribed for payment pursuant to Section 10.1 or 10.2, the benefits shall
in any event be paid as soon as practicable  after they can first be determined,
with whatever  makeup  payments may be  appropriate  in view of the delay.  

    10.7 Accounting for Benefit  Payments.  Any benefit payment shall be charged
to  the  Participant's  Account  and  to  the  Participant's  Matching  Employer
Contribution  Account as of the first day of the  Valuation  Period in which the
payment is made.  

    10.8 Options to Receive and Sell Stock.  Unless  ownership of virtually  all
Stock is restricted to active  Employees and qualified  retirement plans for the
benefit of Employees pursuant to the certificates of incorporation or by-laws of
the Employers  issuing Stock, a terminated  Participant or the  Beneficiary of a
deceased  Participant may instruct the Committee to distribute the participant's
entire vested interest in his Account in the form of Stock.  In that event,  the
Committee shall apply the  Participant's  vested interest in the Investment Fund
to purchase  sufficient  Stock from the Stock Fund or from any owner of stock to
make the required  distribution.  In all other cases, the  Participant's  vested
interest  in the Stock Fund  shall be  distributed  in shares of Stock,  and his
vested interest in the

                                      -38-

<PAGE>



Investment Fund shall be distributed in cash.

    Any  Participant who receives Stock pursuant to Section 10.1, and any person
who has received Stock from the Plan or from such a Participant by reason of the
Participant's death or incompetency, by reason of divorce or separation from the
Participant,  or by reason  of a  rollover  contribution  described  in  Section
402(a)(5) of the Code, shall have the right to require the Employer which issued
the Stock to purchase the Stock for its current  fair market value  (hereinafter
referred to as the "put right").  The put right shall be  exercisable by written
notice to the Committee  during the first 60 days after the Stock is distributed
by the Plan,  and, if not exercised in that period,  during the first 60 days in
the following Plan Year after the Committee has  communicated to the Participant
its determination as to the Stock's current fair market value.  However, the put
right  shall not apply to the extent  that the Stock,  at the time the put right
would  otherwise  be  exercisable,  may be  sold  on an  established  market  in
accordance with federal and state  securities laws and  regulations.  If the put
right is exercised, the Trustee may, if so directed by the Committee in its sole
discretion,  assume  the  Employer's  rights  and  obligations  with  respect to
purchasing the Stock.

    The  Employer or the  Trustee,  as the case may be, may elect to pay for the
Stock in equal periodic installments,  not less frequently than annually, over a
period  not  longer  than  five  years  from the 30th day after the put right is
exercised,  with  adequate  security and  interest at a  reasonable  rate on the
unpaid balance, all such terms to be set forth in a promissory note delivered to
the seller with normal terms as to acceleration upon any uncured default.

    Nothing  contained  herein  shall be  deemed to  obligate  any  Employer  to
register  any Stock  under any federal or state  securities  law or to create or
maintain a public market to facilitate

                                      -39-


<PAGE>



the transfer or disposition  of any Stock.  The put right  described  herein may
only be exercised by a person described in the second preceding  paragraph,  and
may not be  transferred  with any  Stock to any  other  person.  As to all Stock
purchased by the Plan in exchange for any Stock Obligation,  the put right shall
be  nonterminable.  The put right for Stock acquired  through a Stock Obligation
shall  continue with respect to such Stock after the Stock  Obligation is repaid
or the Plan ceases to be an employee stock ownership plan.

    10.9 Restrictions on Disposition of Stock. Except in the case of Stock which
is traded on an established market, a Participant who receives Stock pursuant to
Section 10.1, and any person who has received Stock from the Plan or from such a
Participant by reason of the Participant's  death or incompetency,  by reason of
divorce  or  separation  from  the  Participant,  or  by  reason  of a  rollover
contribution  described in Section  402(a)(5) of the Code,  shall,  prior to any
sale or other  transfer of the Stock to any other person,  first offer the Stock
to the issuing  Employer and to the Plan at its current fair market value.  This
restriction shall apply to any transfer, whether voluntary,  involuntary,  or by
operation  of law,  and  whether for  consideration  or  gratuitous.  Either the
Employer  or the  Trustee  may  accept  the  offer  within  14 days  after it is
delivered.  Any Stock  distributed  by the Plan shall bear a conspicuous  legend
describing  the right of first  refusal  under this  Section 10.9 as well as any
other  restrictions  upon the transfer of the Stock imposed by federal and state
securities laws and regulations.  

    Section 11. Rules Governing Benefit Claims and Review of Appeals.

       11.1 Claim for Benefits. Any Participant or Beneficiary who qualifies for
the payment of benefits  shall file a claim for his benefits  with the Committee
on a form provided

                                      -40-

<PAGE>



by the Committee.  The claim,  including any election of an alternative  benefit
form,  shall be filed at least 30 days before the date on which the benefits are
to begin. If a Participant or Beneficiary  fails to file a claim by the 30th day
before the date on which benefits become  payable,  he shall be presumed to have
filed a claim for payment for the  Participant's  benefits in the standard  form
prescribed by Sections 10.1 or 10.2.

         11.2 Notification by Committee.  Within 90 days after receiving a claim
for benefits (or within 180 days, if special  circumstances require an extension
of time and  written  notice of the  extension  is given to the  Participant  or
Beneficiary  within  90 days  after  receiving  the  claim  for  benefits),  the
Committee shall notify the Participant or Beneficiary whether the claim has been
approved  or  denied.  If the  Committee  denies  a claim  in any  respect,  the
Committee shall set forth in a written notice to the Participant or Beneficiary:

                (a) each specific reason for the denial;

                (b) specific  references  to the  pertinent  Plan  provisions on
            which the denial is based;

                (c) a  description  of any  additional  material or  information
            which  could be  submitted  by the  Participant  or  Beneficiary  to
            support his claim,  with an  explanation  of the  relevance  of such
            information; and

                (d) an explanation of the claims review  procedures set forth in
            Section 11.3.

         11.3 Claims Review  Procedure.  Within 60 days after a  participant  or
Beneficiary  receives  notice from the Committee that his claim for benefits has
been denied in any respect,  he may file with the Committee a written  notice of
appeal setting forth his reasons for disputing the Committee's determination. In
connection with his appeal the participant or

                                      -41-

<PAGE>



Beneficiary or his  representative  may inspect or purchase  copies of pertinent
documents and records to the extent not  inconsistent  with other  Participant's
and Beneficiaries' rights of privacy. Within 60 days after receiving a notice of
appeal from a prior determination (or within 120 days, if special  circumstances
require an extension of time and written notice of the extension is given to the
Participant or Beneficiary and his representative within 60 days after receiving
the  notice of  appeal),  the  Committee  shall  furnish to the  Participant  or
Beneficiary  and  his  representative,  if  any,  a  written  statement  of  the
Committee's final decision with respect to his claim,  including the reasons for
such decision and the particular Plan provisions upon which it is based.

    Section 12.     The Committee and Its Functions.

         12.1  Authority  of  Committee.   The  Committee  shall  be  the  "plan
administrator"  and the named  fiduciary  within the  meaning of ERISA and shall
have exclusive  responsibility and authority to control and manage the operation
and administration of the Plan,  including the interpretation and application of
its  provisions,  except to the extent such  responsibility  and  authority  are
otherwise  specifically  (i)  allocated to the Company,  the  Employers,  or the
Trustee under the Plan and Trust  Agreement,  (ii) delegated in writing to other
persons by the Company, the Employers,  the Committee,  or the Trustee, or (iii)
allocated  to other  parties  by  operation  of law.  The  Committee  shall have
exclusive  responsibility regarding decisions concerning the payment of benefits
under the Plan.  The  Committee,  or the  investment  manager  appointed  by the
Committee,  shall direct the Trustee regarding the manner in which funds held in
the Investment Fund are invested.  In the discharge of its duties, the Committee
may employ accountants, actuaries, legal counsel, and other agents (who also may
be

                                      -42-

<PAGE>



employed by an Employer or the Trustee in the same or some other  capacity)  and
may pay their reasonable expenses and compensation.

         12.2  Identity of Committee.  The  Committee  shall consist of three or
more individuals selected by the Company. Any individual,  including a director,
trustee, shareholder,  officer, or employee of an Employer, shall be eligible to
serve as a member of the  Committee.  The Company shall have the power to remove
any individual  serving on the Committee at any time without cause upon 10 days'
written  notice,  and any  individual  may resign from the Committee at any time
upon 10 days'  written  notice to the  Company.  The  Company  shall  notify the
Trustee of any change in membership of the Committee.

         12.3 Duties of Committee. The Committee shall keep whatever records may
be necessary to implement  the Plan and shall  furnish  whatever  reports may be
required from time to time by the Company.  The  Committee  shall furnish to the
Trustee whatever  information may be necessary to properly administer the Trust.
The Committee shall see to the filing with the appropriate  government  agencies
of all reports and returns  required of the plan Committee under ERISA and other
laws.

    Further,  the Committee  shall have exclusive  responsibility  and authority
with respect to the Plan's holdings of Stock and shall direct the trustee in all
respects regarding the purchase,  retention, sale, exchange, and pledge of Stock
and the creation and satisfaction of Stock  Obligations.  The Committee shall at
all times act consistently with the Company's long-term intention that the Plan,
as an employee stock ownership plan, be invested primarily in Stock.  Subject to
the direction of the Board as to the  application of Employer  contributions  to
Stock Obligations, and subject to the provisions of Sections 6.4 and 10.6 as

                                      -43-

<PAGE>



to  Participant's  rights under  certain  circumstances  to have their  Accounts
invested in Stock or in assets other than Stock,  the Committee  shall determine
in its sole  discretion the extent to which assets of the Trust shall be used to
repay Stock  Obligations,  to purchase Stock, or to invest in other assets to be
selected by the  Trustee or an  investment  manager.  No  provision  of the Plan
relating to the  allocation or vesting of any interests in the Stock Fund or the
Investment  Fund shall  restrict the Committee from changing any holdings of the
Trust,  whether  the  changes  involve an increase or a decrease in the Stock or
other assets  credited to  Participant's  Accounts.  In  determining  the proper
extent of the trust's  investment in Stock, the Committee shall be authorized to
employ investment counsel,  legal counsel,  appraisers,  and other agents to pay
their reasonable expenses and compensation.

         12.4  Valuation  of  Stock.  If  the  valuation  of  any  Stock  is not
established by reported  trading on a generally  recognized  public market,  the
Committee shall have the exclusive authority and responsibility to determine its
value for all purposes under the Plan. Such value shall be determined as of each
Valuation  Date,  and on any other date as of which the Plan  purchases or sells
such Stock. The Committee shall use generally  accepted methods of valuing stock
of similar  corporations  for purposes of arm's length  business and  investment
transactions,  and in this connection the Committee  shall obtain,  and shall be
protected  in relying  upon,  the  valuation of such Stock as  determined  by an
independent appraiser experienced in preparing valuations of similar businesses.

         12.5  Compliance  with  ERISA.  The  Committee  shall  perform all acts
necessary  to comply  with  ERISA.  Each  individual  member or  employee of the
Committee  shall  discharge his duties in good faith and in accordance  with the
applicable requirements of ERISA.

                                      -44-

<PAGE>



         12.6  Action  by  Committee.  All  actions  of the  Committee  shall be
governed by the  affirmative  vote of a number of members which is a majority of
the total  number of  members  currently  appointed,  including  vacancies.  The
members of the Committee  may meet  informally  and may take any action  without
meeting as a group.

         12.7 Execution of Documents.  Any instrument  executed by the Committee
shall be signed by any member or employee of the Committee.

         12.8  Adoption  of Rules.  The  Committee  shall  adopt  such rules and
regulations of uniform  applicability  as it deems  necessary or appropriate for
the proper administration and interpretation of the Plan.

         12.9  Responsibilities  to Participants.  The Committee shall determine
which  Employees  qualify to enter the Plan. The Committee shall furnish to each
eligible  Employee whatever summary plan  descriptions,  summary annual reports,
and other notices and  information  may be required  under ERISA.  The Committee
also shall  determine  when a Participant or his  Beneficiary  qualifies for the
payment of benefits  under the Plan.  The  Committee  shall furnish to each such
Participant or Beneficiary  whatever  information is required under ERISA (or is
otherwise appropriate) to enable the participant or Beneficiary to make whatever
elections  may be  available  pursuant to  Sections 6 and 10, and the  Committee
shall provide for the payment of benefits in the proper form and amount from the
assets of the Trust Fund.  The  Committee  may decide in its sole  discretion to
permit  modifications  of elections and to defer or  accelerate  benefits to the
extent  consistent with applicable law and the best interests of the individuals
concerned.

         12.10 Alternative Payees in Event of Incapacity. If the Committee finds
at any time

                                      -45-

<PAGE>



that an  individual  qualifying  for  benefits  under this Plan is a minor or is
incompetent,  the Committee may direct the benefits to be paid, in the case of a
minor, to his parents, his legal guardian, a custodian for him under the Uniform
Transfers to Minors Act, or the person having actual  custody of him, or, in the
case of an incompetent,  to his spouse, his legal guardian, or the person having
actual  custody of him, the payments to be used for the  individuals's  benefit.
The Committee and the Trustee shall not be obligated to inquire as to the actual
use of the funds by the person  receiving them under this Section 12.10, and any
such  payment  shall  completely  discharge  the  obligations  of the Plan,  the
Trustee, the Committee, and the Employers to the extent of the payment.

         12.11  Indemnification  by Employers.  Except as  separately  agreed in
writing,  the Committee,  and any member or employee of the Committee,  shall be
indemnified  and held harmless by the Employers,  jointly and severally,  to the
fullest extent  permitted by law against any and all costs,  damages,  expenses,
and liabilities  reasonably  incurred by or imposed upon it or him in connection
with any claim made  against it or him or in which it or he may be  involved  by
reason  of its or his  being,  or having  been,  the  Committee,  or a member or
employee of the Committee, to the extent such amounts are not paid by insurance.

         12.12   Nonparticipation  by  Interested  Member.  Any  member  of  the
Committee  who  also is a  Participant  in the  Plan  shall  take no part in any
determination specifically relating to his own participation or benefits, unless
his abstention would leave the Committee incapable of acting on the matter.

    Section 13.  Adoption, Amendment, or Termination of the Plan.

                                      -46-

<PAGE>



         13.1  Adoption  of Plan by Other  Employers.  With the  consent  of the
Company,  any entity may become a  participating  Employer under the Plan by (i)
taking  such action as shall be  necessary  to adopt the Plan,  (ii)  becoming a
party to the Trust  Agreement  establishing  the Trust Fund, and (iii) executing
and delivering such instruments and taking such other action as may be necessary
or  desirable  to put the Plan into  effect  with the  respect  to the  entity's
Employees.

         13.2  Adoption  of Plan by  Successor.  In the event that any  Employer
shall be  reorganized  by way of merger,  consolidation,  transfer  of assets or
otherwise,  so that an entity  other than an  Employer  shall  succeed to all or
substantially  all of the  Employer's  business,  the  successor  entity  may be
substituted  for the Employer under the Plan by adopting the Plan and becoming a
party  to  the  Trust   Agreement.   Contributions  by  the  Employer  shall  be
automatically suspended from the effective date of any such reorganization until
the date upon which the  substitution  of the successor  entity for the Employer
under the Plan becomes  effective.  If,  within 90 days  following the effective
date of any such reorganization,  the successor entity shall not have elected to
become a party to the Plan,  or if the  Employer  shall adopt a plan of complete
liquidation  other than in connection with a  reorganization,  the Plan shall be
automatically  terminated  with  respect to  Employees of the Employer as of the
close  of  business  on  the  90th  day  following  the  effective  date  of the
reorganization, or as of the close of business on the date of adoption of a plan
of complete liquidation, as the case may be.

         13.3 Plan Adoption Subject to Qualification.  Notwithstanding any other
provision of the Plan,  the adoption of the Plan and the  execution of the Trust
Agreement are conditioned

                                      -47-

<PAGE>



upon their being  determined  initially by the Internal  Revenue Service to meet
the  qualification  requirements  of  Section  401(a) of the  Code,  so that the
Employers  may  deduct   currently  for  federal   income  tax  purposes   their
contributions  to the  Trust  and so  that  the  Participants  may  exclude  the
contributions  from their  gross  income  and  recognize  income  only when they
receive  benefits.  In the event that this Plan is held by the Internal  Revenue
Service not to qualify  initially under Section 401(a),  the Plan may be amended
retroactively  to the earliest date  permitted by U.S.  Treasury  Regulations in
order to secure  qualification under Section 401(a). If this Plan is held by the
Internal Revenue Service not to qualify initially under Section 401(a) either as
originally  adopted or as amended,  each Employer's  contributions  to the Trust
under this Plan  (including  any earnings  thereon)  shall be returned to it and
this Plan shall be terminated.  In the event that this Plan is amended after its
initial  qualification  and the Plan as amended is held by the Internal  Revenue
Service not to qualify  under  Section  401(a),  the  amendment  may be modified
retroactively  to the earliest date  permitted by U.S.  Treasury  Regulations in
order to secure approval of the amendment under Section 401(a).

         13.4 Right to Amend or Terminate.  The Company intends to continue this
Plan as a permanent program.  However,  each participating  Employer  separately
reserves the right to suspend,  supersede, or terminate the Plan at any time and
for any  reason,  as it applies to the  Employer's  Employees,  and the  Company
reserves  the  right  to  amend,  suspend,  supersede,  merge,  consolidate,  or
terminate  the  Plan at any  time  and  for any  reason,  as it  applies  to the
Employees of all  Employers.  No amendment,  suspension,  supersession,  merger,
consolidation,  or  termination  of the Plan shall reduce any  Participant's  or
Beneficiary's

                                      -48-

<PAGE>



proportionate  interest  in the Trust Fund,  or shall  divert any portion of the
Trust Fund to purposes other than the exclusive  benefit of the Participants and
their Beneficiaries prior to the satisfaction of all liabilities under the Plan.
Except as is required for purposes of compliance with the Code or ERISA, each as
amended  from  time to time,  neither  the  provisions  of  Section  4.1 and 4.2
relating to the  crediting  of  contributions,  forfeitures  and shares of stock
released from the  Unallocated  Stock Fund, nor any other  provision of the Plan
relating to the  allocation  of benefits to  Participants,  may be amended  more
frequently than once every six months. Moreover, there shall not be any transfer
of assets to a  successor  plan or merger or  consolidation  with  another  plan
unless,  in the event of the  termination of the successor plan or the surviving
plan  immediately  following  such  transfer,  merger,  or  consolidation,  each
participant  or  beneficiary  would be entitled to a benefit equal to or greater
than the  benefit  he would  have been  entitled  to if the plan in which he was
previously a participant or beneficiary had terminated immediately prior to such
transfer, merger, or consolidation.  Following a termination of this Plan by the
Company,  the Trustee shall continue to administer the Trust and pay benefits in
accordance  with  the Plan as  amended  from  time to time  and the  Committee's
instructions.

    Section 14.  Miscellaneous Provisions.

         14.1 Plan Creates No Employment  Rights.  Nothing in this Plan shall be
interpreted as giving any Employee the right to be retained as an Employee by an
Employer,  or as limiting or affecting  the rights of an Employer to control its
Employees  or to  terminate  the Service of any Employee at any time and for any
reason,   subject  to  any  applicable   employment  or  collective   bargaining
agreements.

                                      -49-

<PAGE>



         14.2  Nonassignability  of Benefits.  No assignment,  pledge,  or other
anticipation  of benefits  from the Plan will be permitted or  recognized by the
Employers, the Committee, or the Trustee. Moreover, benefits from the Plan shall
not be subject to attachment,  garnishment,  or other legal process for debts or
liabilities of any Participant or Beneficiary,  to the extent  permitted by law.
This  prohibition  on  assignment  or  alienation  shall apply to any  judgment,
decree, or order (including approval of a property  settlement  agreement) which
relates to the  provision of child  support,  alimony,  or property  rights to a
present or former spouse,  child or other dependent of a Participant pursuant to
a State  domestic  relations or community  property  law,  unless the  judgment,
decree,  or order is  determined  by the  Committee  to be a qualified  domestic
relations order within the meaning of Section 414(p) of the Code.

         14.3 Limit of Employer  Liability.  The liability of the Employers with
respect to participants under this Plan shall be limited to making contributions
to the Trust from time to time, in accordance with Section 4.

         14.4 Treatment of Expenses.  All expenses incurred by the Committee and
the Trustee in connection with  administering  this Plan and Trust Fund shall be
paid by the Trustee from the Trust Fund to the extent the expenses have not been
paid or assumed by the Employers or by the Trustee.

         14.5 Number and Gender. Any use of the singular shall be interpreted to
include  the  plural,  and the plural the  singular.  Any use of the  masculine,
feminine, or neuter shall be interpreted to include the masculine,  feminine, or
neuter, as the context shall require.

                                      -50-

<PAGE>



         14.6  Nondiversion  of Assets.  Except as provided in Sections  5.3 and
13.3, under no circumstances  shall any portion of the Trust Fund be diverted to
or used for any purpose other than the exclusive benefit of the Participants and
their Beneficiaries prior to the satisfaction of all liabilities under the Plan.

         14.7 Separability of Provisions.  If any provision of this Plan is held
to be invalid or  unenforceable,  the other  provisions of the Plan shall not be
affected but shall be applied as if the invalid or  unenforceable  provision had
not been included in the Plan.

         14.8 Service of Process.  The agent for the service of process upon the
Plan shall be the  president  of the  Company,  or such  other  person as may be
designated from time to time by the Company.

         14.9 Governing  State Law. This Plan shall be interpreted in accordance
with the laws of the State of Illinois to the extent  those laws are  applicable
under  the  provisions  of  ERISA.  

    Section 15. Top-Heavy Provisions.

         15.1  Determination of Top-Heavy Status.  The Committee shall determine
on a regular  basis  whether each Plan Year is or is not a "Top-Heavy  Year" for
purposes of implementing  the provisions of Sections 15.2,  15.3,  15.4, and 5.2
which apply only to the extent the Plan is top-heavy or super  top-heavy  within
the meaning of Section 416 and the Treasury Regulations  promulgated thereunder.
In making this determination,  the Committee shall use the following definitions
and principles:  

         15.1-1  The  "Employer"   includes  all  business  entities  which  are
considered  commonly  controlled  or  affiliated  within the meaning of Sections
414(b), 414(c), and 414(m) of the

                                      -51-

<PAGE>



Code.
         15.1-2 The "plan aggregation group" includes each qualified  retirement
plan maintained by the Employer (i) in which a Key Employee  (defined below), is
a participant  during the Plan Year, or (ii) which enables any plan described in
clause (i) to satisfy the requirements of Section  401(a)(4) or 410 of the Code,
or (iii) which  provides  contributions  or benefits  comparable to those of the
plans described in clauses (i) and (ii) and which is designated by the Committee
as part of the plan aggregation group.

         15.1-3 The "determination date", with respect to the first Plan Year of
any  plan,  means  the last day of that  Plan  Year,  and with  respect  to each
subsequent  Plan Year,  means the last day of the  preceding  Plan Year.  If any
other plan has a determination date which differs from this Plan's determination
date,  the  top-heaviness  of this Plan shall be  determined on the basis of the
other plan's  determination  date falling within the same calendar years as this
Plan's determination date.

         15.1-4 A "Key Employee", with respect to a Plan Year, means an Employee
who at any time during the five years ending on the top-heavy determination date
for the Plan Year has received compensation from an Employer and has been (i) an
officer of the Employer having Compensation greater than 50 percent of the limit
then in  effect  under  Section  415(b)(1)(A)  of the  Code,  (ii) one of the 10
Employees  owning the largest  interests  in the  Employer  having  Compensation
greater than the limit then in effect under Section 415(c)(1)(A), (iii) an owner
of more than five percent of the outstanding  equity interest or the outstanding
voting  interest in any  Employer,  or (iv) an owner of more than one percent of
the  outstanding  equity  interest  or the  outstanding  voting  interest  in an
Employer whose

                                      -52-

<PAGE>



Compensation  exceeds  $150,000.   In  determining  which  individuals  are  Key
Employees,  the rules of  Section  415(i) of the Code and  Treasury  Regulations
promulgated thereunder shall apply. The Beneficiary of a Key Employee shall also
be considered a Key Employee.

         15.1-5 A "Non-Key  Employee"  means an Employee  who at any time during
the five years ending on the top-heavy  determination date for the Plan Year has
received  compensation  from an Employer and who has never been a Key  Employee,
and the Beneficiary of any such Employee.

         15.1-6  The  "aggregated  benefits"  for any Plan  Year  means  (i) the
adjusted account  balances in defined  contribution  plans on the  determination
date, plus (ii) the adjusted value of accrued benefits in defined benefit plans,
calculated as of the annual valuation date coinciding with or next preceding the
determination  date,  with respect to Key Employees and Non-key  Employees under
all plans within the plan  aggregation  group which includes this Plan. For this
purpose,  the "adjusted  account balance" for and the "adjusted value of accrued
benefit" for any Employee shall be increased by all plan distributions made with
respect to the  Employee  during the five years ending the  determination  date.
Further,  the adjusted account balance under a plan shall not include any amount
attributable  to a  rollover  contribution  or  similar  transfer  to  the  plan
initiated  by an Employee  and made after 1983,  unless both plans  involved are
maintained  by the  Employer,  in which event the  transferred  amount  shall be
counted in the  transferee  plan and ignored for all purposes in the  transferor
plan. Finally,  the adjusted value of accrued benefits under any defined benefit
plan shall be  determined  by  assuming  whichever  actuarial  assumptions  were
applied by the Pension Benefit Guaranty Corporation to determine the sufficiency
of the plan assets for plans terminating on

                                      -53-

<PAGE>



the valuation date.

         15.1-7  This Plan shall be  "top-heavy"  for any Plan Year in which the
aggregated  benefits  of the  Key  Employees  exceed  60  percent  of the  total
aggregated benefits for both Key Employees and Non-key Employees.

         15.1-8 This Plan shall be "super  top-heavy" for any Plan Year in which
the  aggregated  benefits  of the Key  Employees  exceed 90 percent of the total
aggregated benefits for both Key Employees and Non-key Employees.

         15.1-9  A  "Top-Heavy  Year"  means a Plan  Year in  which  the Plan is
top-heavy .

         15.2 Minimum Contributions. For any Top-Heavy Year, each Employer shall
make a special contribution on behalf of each Participant to the extent that the
total  allocations to his Account  pursuant to Section 4 is less than the lesser
of (i) four percent of his Compensation for that year, or (ii) the highest ratio
of such allocation to  Compensation  received by any Key Employee for that year.
For purposes of the special  contribution of this Section 15.2, a Key Employee's
Compensation  shall  include  amounts the Key Employee  elected to defer under a
qualified  401(k)  arrangement.  Such a  special  contribution  shall be made on
behalf of each Participant who is employed by an Employer on the last day of the
Plan  Year,  regardless  of the  number  of his Hours of  Service,  and shall be
allocated to his Account.  

         For any Plan  Year  when (1) the Plan is  top-heavy  and (2) a  Non-key
Employee is a Participant in both this Plan and a defined  benefit plan included
in the plan  aggregation  group  which  is top  heavy,  the sum of the  Employer
contributions  and  forfeitures  allocated  to the Account of each such  Non-key
Employee shall be equal to at least five percent (5%) of such

                                      -54-

<PAGE>



Non-key Employee's Compensation for that year.

         15.3 Minimum Vesting. If a Participant's vested interest in his Account
is to be  determined  in a Top-Heavy  Year,  it shall be based on the  following
"top-heavy table":


                Vesting                      Percentage of
                 Years                      Interest Vested
                 -----                      ---------------

                   0-2                             0%
                3 or more                        100%


         15.4 Maximum  Compensation.  For any  Top-Heavy  Year, a  Participant's
"Cash  Compensation"  as defined  in Section  4.3,  and his  "Compensation"  for
purposes of Section 15.2,  shall not exceed  $200,000 (or the limit currently in
effect under Section 415(d) of the Code).

                                      -55-

<PAGE>



             FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF ROCKFORD

                          EMPLOYEE STOCK OWNERSHIP PLAN

                                 TRUST AGREEMENT


                             AS ADOPTED AND AMENDED

                             BY FIRST FINANCIAL BANK






                                      -56-


<PAGE>


<TABLE>
<CAPTION>



                                 TRUST AGREEMENT


                                Table of Contents
                                -----------------

<S>               <C>                                                                                             <C>
SECTION 1         Definitions.....................................................................................2

SECTION 2         General Duties of the Parties...................................................................3

SECTION 3         Powers and Duties of the Trustee................................................................4

SECTION 4         Settlement of Accounts.........................................................................11

SECTION 5         Duration and Termination of Trust Agreement....................................................13

SECTION 6         Resignation or Removal of Trustee..............................................................14

SECTION 7         Taxes, Expenses and Compensation of Trustee....................................................15

SECTION 8         Fiduciary Responsibilities.....................................................................16

SECTION 9         Miscellaneous..................................................................................17
</TABLE>

                                      -57-


<PAGE>





                                 TRUST AGREEMENT


THIS TRUST AGREEMENT,  hereby made and entered into by and between First Federal
Savings and Loan  Association of Rockford (herein referred to as the "Employer")
and WM Trust Company (herein referred to as the "Trustee"),


                                   WITNESSETH


WHEREAS, the Employer heretofore  established the First Federal Savings and Loan
Association of Rockford Employee Stock Ownership Plan  (hereinafter  referred to
as the "Plan") effective October 2, 1992; and

WHEREAS,  effective October 2, 1992, all Plan assets will be held in Trust by WM
Trust Company as nondiscretionary Trustee to the Plan; and

WHEREAS, it is the intent of the Parties hereto to establish the Trust Agreement
to  constitute  a part of,  and to be  administered  in  conjunction  with,  the
provisions of the Plan as a tax exempt trust under IRC Section  501(a) and it is
further  intended  that the Plan will  continue  to  qualify  under IRC  Section
401(a);

NOW,  THEREFORE,  effective  September  22,  1992,  the Employer and the Trustee
hereby establish the Trust as follows:

                                       -1-

<PAGE>






                                    SECTION 1


                                   DEFINITIONS
                                   -----------


Whenever  any term is used in the Trust with the first  letter  capitalized,  it
shall have the meaning  specified below unless the context clearly indicates the
contrary.  If such a term is not specified below, then it shall have the meaning
specified in the Plan unless the context  clearly  indicates the  contrary.  The
masculine gender shall include the feminine,  and the singular shall include the
plural, as the context requires.


1.1      "Anniversary  Date"  means the last day of the Plan Year.  The Plan and
         Trust year is the twelve  (12) month  period  ending on the last day of
         the Plan Year.

1.2      "Committee" means the Plan Administrator as defined in the Plan.

1.3      "Employer"   means  First  Federal  Savings  and  Loan  Association  of
         Rockford.

1.4      "ERISA" means the Employee  Retirement  Income Security Act of 1974, as
         it may be amended from time to time.

1.5      "Fiduciary"  means a named  fiduciary,  as defined  in ERISA,  and such
         other  fiduciaries  as are defined in ERISA and are  associated  in any
         manner with the control, management, and administration of the Plan and
         Trust.

1.6      "IRC" means the Internal Revenue Code of 1986, as amended.

1.7      "Plan" means the First Federal Savings and Loan Association of Rockford
         Employee Stock Ownership Plan and any amendments thereto.

1.8      "Trust" means the Trust Fund established under this Trust Agreement.

1.9      "Trustee" means WM Trust Company or any successor  Trustee appointed by
         the Employer.

                                       -2-

<PAGE>






                                    SECTION 2


                          GENERAL DUTIES OF THE PARTIES
                          -----------------------------


2.1      The Employer may appoint a Committee to  administer  the Plan and shall
         certify to the Trustee the names and specimen signatures of the members
         of the  Committee  acting from time to time.  The  Employer  shall make
         contributions  to the Trust  Fund by due action in cash.  The  Employer
         shall keep  accurate  books and records with respect to its  employees,
         their  service with the Employer and their  compensation.  The Employer
         promises and agrees that so long as the related  Plan is in effect,  it
         will file with the  Internal  Revenue  Service  and the  Department  of
         Labor, at the time and place required,  the information provided for in
         the applicable regulations.

2.2      (a) The Trustee shall hold all acceptable  property  received by it and
         consisting  of  contributions  paid  pursuant to the  provisions of the
         Plan.  The Trust  Fund,  which  shall  consist  of said  contributions,
         together  with  the  income  therefrom,  shall be  administered  by the
         Trustee  pursuant to the terms of this  Agreement  without  distinction
         between  principal and income and without  liability for the payment of
         interest  thereon.  The  Trustee  shall  have no duty or  authority  to
         compute  any amount to be paid to it by the  Employer,  nor shall it be
         responsible for the collection of any contributions to the Trust Fund.

    (b) Except as otherwise  directed by the Committee,  the Trustee shall apply
    cash  contributions  received  from  the  Employer  and all  cash  dividends
    received  with respect to stock of the Employer  held in the Trust Fund,  to
    make  payments on all Stock  Obligations  as defined in the Plan.  After all
    Stock  Obligations have been paid in full, such  contributions and dividends
    may be  used  to  purchase  stock  of the  Employer,  and may be used to pay
    brokerage   commissions  and  other  reasonable  expenses  incurred  in  the
    connection with such purchase.

                                       -3-

<PAGE>






                                    SECTION 3

                        POWERS AND DUTIES OF THE TRUSTEE
                        --------------------------------

3.1      Exclusive  Authority  And  Discretion.   The  Trustee  shall  have  the
         exclusive  authority and discretion to manage and control the assets of
         the Trust Fund except where:

    (a)  Nondiscretionary  Trustee. WM Trust Company shall be a nondiscretionary
    Trustee.  The  named  fiduciary  under  the  Employer's  Plan  has the  sole
    responsibility  for the management and control of the Employer's Trust Fund,
    except  with  respect  to a Plan  asset  under  the  control  of a  properly
    appointed  Investment  Manager  or with  respect  to a Plan  asset  properly
    subject to Participant or Administrative Committee discretion of investment.
    If the Employer  appoints a Custodian or  nondiscretionary  co-Trustee,  the
    named  fiduciary is the  discretionary  Trustee.  If the  Employer  does not
    designate in writing another person or persons to serve as named  fiduciary,
    the named fiduciary under the Plan is the president of a corporate Employer,
    the managing partner of a partnership Employer,  or the sole proprietor,  as
    appropriate. The named fiduciary will exercise its management and control of
    the Trust Fund through its written direction to the nondiscretionary Trustee
    or to the Custodian,  whichever  applies to the Employer's Plan. If WM Trust
    Company is named as a  nondiscretionary  Trustee only with respect to assets
    actually delivered to it in such capacity.

    (b)   Duties   of   Nondiscretionary   Trustee.   WM   Trust   Company,   as
    nondiscretionary  Trustee,  has no duty to review or to make recommendations
    regarding  investments made at the written direction of the named fiduciary.
    WM  Trust  Company  must  retain  any  investment  obtained  at the  written
    direction of the named  fiduciary  until further  directed in writing by the
    named fiduciary to dispose of such investment. WM Trust is not liable in any
    manner  or for  any  reason  for  making,  retaining,  or  disposing  of any
    investment  pursuant to any written  direction  described in this paragraph.
    Furthermore,  the Employer  agrees to indemnify and to hold WM Trust Company
    harmless from any damages, costs, or expenses,  including reasonable counsel
    fees,  which WM Trust  Company  may incur as a result of any claim  asserted
    against WM Trust  Company  or the Trust  arising  out of WM Trust  Company's
    compliance with any written direction described in this paragraph.

    (c) In no event  shall any part of the corpus or income of the Trust Fund be
    used for, or diverted to,  purposes other than for the exclusive  benefit of
    the  Participants and their  Beneficiaries  prior to the satisfaction of all
    liabilities under the Plan, except to the extent that assets may be returned
    to the Employer in accordance with the Plan.

                                       -4-

<PAGE>



3.2      Investment  Guidelines.   The  Administrator  shall  keep  the  Trustee
         informed  of  any  requirements  and  objectives  (including,   without
         limitation,  any  interest  rate  assumption)  of the Plan which may be
         pertinent  to  the  Trustee's  investment  of  the  Trust  Fund  by the
         communication  of such  requirements  and  objectives in writing to the
         Trustee. The Administrator shall also establish  investment  guidelines
         and  communicate  such  guidelines  in writing to the  Trustee.  To the
         maximum  extent  permitted by ERISA,  the Trustee shall be protected in
         acting  upon  or  complying  with  such  requirements,  objectives  and
         guidelines.

3.3      Powers and Duties of the  Trustee.  Subject to Section 3.1 herein,  and
         Section 406 of ERISA,  the Trustee  shall have full power and authority
         with  respect to any and all  property at any time  received or held in
         Trust, to do all such acts, take all such proceedings, and exercise all
         such rights and privileges,  whether herein specifically referred to or
         not, as could be done,  taken,  or exercised  by the absolute  owner of
         such property  including,  without in any way limiting or impairing the
         generality of the foregoing, the following powers and authority:

    (a) Sell or Exchange Assets.  To sell for cash or credit,  to grant options,
    to convert,  to exchange  for any  security or other  property or  otherwise
    dispose of any  security  or other  property at any time held by Trustee for
    the Trust Fund.

    To exercise or sell any  conversion  privileges  and/or  subscription  right
    and/or call  provision  or other  rights  including,  but not limited to the
    exercise of all proxies,  rights and warrants appurtenant to any security or
    other  property held at any time by the Trustee in the Trust Fund; to oppose
    or consent to the reorganization, consolidation, merger, or re-adjustment of
    the finances of any corporation,  company, or association in which the Trust
    Fund has an interest; to sell, manage, operate, repay, mortgage,  pledge, or
    lease the property of any  corporation,  company,  or association to or from
    the Trust Fund; to vote or not vote any securities held as part of the Trust
    Fund and to do any act and to retain any security or other  property  deemed
    necessary or advisable in connection  with any security or other property at
    any time held in the Trust Fund.

    (c) General  Authority to Borrow. To borrow money for any Trust purpose from
    any  person,  unless  such  borrowing  would  be  a  non-exempt  "prohibited
    transaction"  as such term is defined in  Section  406 of ERISA and  Section
    4975 of the Internal  Revenue  Code,  upon such terms and  conditions as the
    Trustee deems proper,  with or without giving security,  and to obligate the
    Trust for repayment by encumbering all or a portion of the Trust assets.

    (d) Exempt Loans.  Subject to Section 3.6, at the direction of the Committee
    in  accordance  with the Plan,  the  Trustee  may (i)  borrow  money for the
    purpose of acquiring  qualifying employer securities as defined under ERISA;
    (ii) execute any promissory  note as the Committee  shall direct  obligating
    the  Trust  Fund in  connection  therewith;  and (iii)  pledge  or  encumber
    qualifying employer securities acquired with the proceeds of such

                                       -5-

<PAGE>



   loan or used as collateral for a prior loan that is paid by the current loan.

    (e) Account Uninvested.  To hold part or all of the Trust Fund uninvested.

    (f) Registration of Assets.  To register any security or other property held
    by the Trustee  hereunder  in its own name (with or without the  addition of
    words indicating that such asset is held in a fiduciary  capacity) or in the
    name of the nominee,  or in bearer  form,  or such other form that will pass
    delivery.  Trustee may in its sole discretion elect to leave any security or
    other property in the possession of any other organization.

    (g) Exercising Rights to Assets.  Except as otherwise  provided in the Plan,
    to  exercise  any right  (including  the right to vote)  appurtenant  to any
    security or other property at any time held by the Trustee.  The Trustee may
    exercise such right personally or by general power of attorney or by limited
    power of attorney.

    (h) Distributions From a Participant's  Account. To settle or compromise any
    claims,   debts,  or  damages  due  or  owing  from  the  Trust  Fund  or  a
    Participant's  Account,  provided the Trustee need not take any action if it
    is not first reimbursed for any fees, expenses, etc. that it anticipates may
    be incurred if it  commences  or defends  such  proceedings.  To commence or
    defend  suits or legal  proceedings  for the Trust  Fund or a  Participant's
    Account. Trustee shall be reimbursed for any expenses it incurs in excess of
    any pre- funded amount pursuant to the terms of Section 7.

    (i) Delegation of Authority.  To delegate any right, power or duty hereunder
    to a suitable agent or counsel and to provide for their reasonable  expenses
    and compensation.  Furthermore,  Employer and/or Administrator (if different
    from the Employer) hereby agrees that any and all court costs and attorney's
    fees awarded by a court shall become the responsibility of the Employer or a
    Participant's  Account with respect to those actions necessary to administer
    the Trust.

    (j) Lend to Participants. Pursuant to Committee directions, to make loans to
    a Participant  from his Account or Benefits  Account (to the extent rollover
    funds were not the result of contributions  made on his behalf during a time
    when the  Participant  was an Owner- Employee in a Keogh Plan) if applicable
    under the terms of the Plan. Notwithstanding the above, no loans may be made
    to a Participant from the cash values of any insurance contracts held in the
    Participants' Accounts.

    (k)  Blanket  Authority.   To  make,  execute,   and  deliver  any  and  all
    conveyances,  contracts,  waivers,  releases or other instruments in writing
    and to do all other acts which it deems necessary or proper for the exercise
    or accomplishment of any of its foregoing rights, powers and duties.

    (l) Other Accounts.  Notwithstanding  any other provision of the Plan and/or
    Trust   Agreement   without   limiting  the  generality  of  the  authorized
    investments of the assets held

                                       -6-

<PAGE>



    by the Trustee  elsewhere  protected in the Plan or in this Trust,  or under
    applicable  law,  all or any part of the assets  held by the  Trustee may be
    held or invested in deposits in any trust company,  bank or savings and loan
    (including  that of the Trustee if applicable)  which bear a reasonable rate
    of interest,  including  without  limitation,  investments  in trust savings
    accounts,  certificates of deposit, time certificates or similar investments
    or deposits.

    (m)  Employer  Securities.  To  acquire or hold any  security  issued by the
    Employer or an  affiliate of the Employer  which is a  "qualifying  employer
    security" as defined under ERISA,  provided that the Trustee may not acquire
    additional   qualifying   employer  securities  if  immediately  after  such
    acquisition the aggregate fair market value of employer  securities  exceeds
    the amount  permitted  under ERISA or  Department of Labor  Regulations,  as
    amended from time to time.  The Trustee's  acquisition or sale of qualifying
    employer securities from or to any party who is a "party in interest" within
    the meaning of Section 3(14) of ERISA or a "disqualified  person" within the
    meaning of IRC Section 4975(e)(2) shall be in accordance with Section 408(e)
    of ERISA. Any qualifying employer securities held in the Trust Fund shall be
    valued at fair market value for all purposes of the Plan.

3.4      Combination of Assets of Other Trusts of Plans

    The Trustee may accept and hold, in part or in whole,  assets contributed or
    held under the  provisions of any employee  benefit plan which has satisfied
    the applicable requirements of Section 401 of the Code, provided as follows:

    (a) the  qualified  status  of this  Plan and this  Trust  under  applicable
    Sections of the Code will not thereby be affected, and

    (b)  accounting  records shall be maintained so that the  contributions  and
    assets of each separate plan can be identified, and

    (c) the Trustee  shall be directed by each separate plan with respect to its
separate assets.

3.5      Transfer of Trust Assets to Exempt Investment Fund of Trustee

    (a) Notwithstanding  any provisions of this Agreement,  if the Trustee shall
    be a bank,  trust company or savings and loan licensed to do business in any
    state of the  United  States,  it shall  have full  power and  authority  to
    transfer  money and other  assets of the Trust to itself as  trustee  of any
    investment fund or funds consisting  exclusively of assets of exempt pension
    or profit  sharing  trusts.  In such event,  said  instrument or instruments
    shall become a part hereof as if fully set forth in length herein. Money and
    other  assets  of the  trust  invested  in  said  fund  shall  be  held  and
    administered by the Trustee  strictly in accordance with the terms and under
    the powers granted in said  instrument or  instruments.  The  commingling of
    money and other assets of qualified trusts in such fund

                                       -7-

<PAGE>



    or funds is specifically authorized.

    (b) Pooled and  Collective  Funds.  WM Trust  Company  acting in a fiduciary
    capacity  may  invest  and  reinvest  any  assets  at any time held in trust
    hereunder in any of the  collective  or pooled Funds  maintained by WM Trust
    Company  under its Plan of Operation and  Declaration  of Trust for WM Trust
    Company  Collective  Investment  Trust and  Appendices,  or any of its model
    portfolios  (made up of one or more  publicly  traded  mutual funds or other
    securities)  maintained  by WM  Trust  Company,  all  of  which  are  hereby
    incorporated  by  reference.  WM  Trust  Company  is  hereby  authorized  to
    commingle the assets of this Plan with the assets of the funds named above.

3.6      Requirements Regarding Stock Obligations

    Notwithstanding  anything  herein  to  the  contrary,  with  respect  to any
    extension of credit to the Trust Fund  involving,  as a lender or guarantor,
    an  Employer  of another  "disqualified  person"  within the  meaning of IRC
    Section  4975(e)(2)  or a "party in interest"  within the meaning of Section
    3(14) of ERISA, the following must be satisfied:

    (a) Each loan or  installment  contract must be primarily for the benefit of
    Participants and Beneficiaries of the Plan;

    (b) Any  interest  on a loan  or  installment  contract  may  not  exceed  a
    reasonable rate;

    (c) Proceeds of any loan shall be used only to acquire  qualifying  employer
    securities,  to repay the loan,  or to repay a previous  loan meeting  these
    conditions,  and the subject of any  installment  contract shall be only the
    Trust's purchase of qualifying employer securities;

    (d) Any  collateral  pledged to a creditor by the Trustee shall consist only
    of the assets  purchased with borrowed funds or received in accordance  with
    an installment  contract and the creditor shall have no recourse against the
    Trust Fund except with respect to the collateral  (although the creditor may
    have recourse against an Employer as guarantor);

    (e) Payments with respect to a loan or installment contract may be made only
    from those  amounts  contributed  by the  Employers to the Trust Fund,  from
    amounts earned on such  contributions,  and from cash dividends  received on
    unallocated  stock held by the Trust as collateral  for such an  obligation;
    and

    (f) Upon the payment of any portion of the balance due on a loan or upon any
    installment  payment,  a proportionate part of any assets originally pledged
    as collateral for such  indebtedness  shall be released from  encumbrance in
    accordance with section 4.2 of the Plan.

                                       -8-

<PAGE>



3.7      Voting Rights

    Notwithstanding any provisions of this Agreement,  all stock of the Employer
    held in the Trust Fund shall be voted by the Trustee in accordance  with the
    Plan.

3.8      Individual Investment Control

    In the event the  Board,  by  resolution,  permits a  Participant  to direct
    investment of his Accounts,  the Trustee shall deposit all  contributions to
    such Participants in an interest-bearing account. Trustee shall execute each
    Participant's investment directions in the following manner:

    (a) All investment  transactions shall be governed by the current investment
    procedures as followed by the Trustee.

    (b) In completing the investment directions of a Participant to purchase for
    his  Account,  or for the  Trust  Fund,  as  applicable,  or  sell,  convey,
    exchange,  transfer,  pledge, mortgage, or otherwise dispose of any security
    or other property held in the Participant's Account or in the Trust Fund, as
    applicable,  it being understood that the responsibility for instituting any
    of the above  transactions  rests  with the  Participant.  Trustee  shall be
    responsible  only for the disbursing of funds, the receiving of any security
    or  other  property  and/or  the  execution  of  any  applicable  documents.
    Trustee's  completion of the investment  direction  shall be accomplished as
    soon as  administratively  possible  within  the  constraints  of  Trustee's
    operating and administrative procedures.

3.9      No Investment Direction

    In the event individual investment control is permitted by resolution of the
    Board and the Trustee does not receive any direction  from the  Participant,
    the Trustee shall hold and  administer  the Accounts of such  Participant in
    such  other   investment   fund  medium  as  mutually  agreed  upon  by  the
    Administrator and Trustee.

3.10     Distributions

    The  Trustee  shall  from  time to time,  on the  written  direction  of the
    Administrator,  make  distributions from the Trust to such person or persons
    that may be  specified  on such  directive.  The  Trustee  shall be under no
    liability for any distribution  made by it pursuant to the directions of the
    Administrator  and shall be under no duty to make  inquiry as to whether any
    distributions  directed  by  the  Administrator  are  made  pursuant  to the
    provisions of the Plan and this Section  except to the extent  required of a
    prudent co- Fiduciary  under ERISA.  The Trustee shall not be liable for the
    proper  application  of any part of the Trust if  distributions  are made in
    accordance  with  the  written  direction  of the  Administrator  as  herein
    provided nor shall the Trustee be responsible  for the adequacy of the Trust
    Fund to meet and  discharge any and all payments and  liabilities  under the
    Plan.

                                       -9-

<PAGE>




3.11     Limited Indemnification and Authority

    (a) The Employer hereby indemnifies the Trustee against,  and agrees to hold
    the Trustee harmless from, all liabilities and claims (including  reasonable
    attorney's  fees and expenses in  defending  against  such  liabilities  and
    claims) against the Trustee as a result of any breach of any Fiduciary other
    than the Trustee,  unless the Trustee participates  knowingly in such breach
    through  its   negligence   in   performing   its  own  specific   fiduciary
    responsibilities,  or has enabled such other Fiduciary to commit a breach of
    the latter's Fiduciary responsibilities or by its negligence, or willful and
    intentional  nonfeasance,  malfeasance  or  misfeasance  enables  such other
    Fiduciary to commit a breach of the latter's Fiduciary responsibilities.

    (b) All persons  dealing with the Trustee are released from  inquiring  into
    the decisions or authority of the Trustee and from seeing to the application
    of any funds paid to the Trustee.

                                      -10-

<PAGE>



                                    SECTION 4


                             SETTLEMENT OF ACCOUNTS
                             ----------------------


4.1      The Trustee shall maintain  accurate  records and detailed  accounts of
         all  investments,   receipts,  disbursements,  and  other  transactions
         hereunder,  and such records shall be available at all reasonable times
         to inspection by the  Committee,  the Employer or any other  authorized
         representative of either.

4.2      The Trustee,  at the  direction of the  Committee,  shall submit to the
         Committee  such  valuations,   reports  or  other  information  as  the
         Committee may reasonably  require. In any case, the Trust Fund shall be
         valued by the  Trustee in  accordance  with the terms of the Plan.  The
         fair  market  value of assets in the Trust shall be  determined  by the
         Trustee based upon such sources of  information as it may deem reliable
         including,  but not limited to, information  reported in (1) newspapers
         of  general   circulation,   (2)  standard  financial   periodicals  or
         publications,  (3) statistical and valuation services,  (4) the records
         of securities  exchanges or brokerage firms deemed by the Trustee to be
         reliable,  or  any  combination  thereof.  In  the  event  the  Trustee
         considers the method set forth in this Section 4.2 to be impracticable,
         then the  Trustee  may  employ at the  expense of the Trust  Fund,  two
         reputable brokers,  members of the New York Stock Exchange or any other
         recognized stock exchange,  to appraise such securities for the purpose
         of  obtaining  the  value of the Trust  Fund and for any other  purpose
         necessary to the administration of the Trust Fund.  Notwithstanding any
         other provision to the contrary,  in valuing  securities  issued by the
         Employer  or any of its  affiliated  companies  for  any  purpose,  the
         Trustee  shall  determine  the fair market  value of such stock in good
         faith and in accordance with  regulations  promulgated by the Secretary
         of  Labor   pursuant  to  Section  3(18)  of  ERISA.   In  making  such
         determination,  the Trustee may, in its discretion, obtain the opinions
         of one or more qualified  appraisers who may be employed by the Trustee
         from time to time at the expense of the Trust  Fund.  In the absence of
         fraud or bad faith,  the valuation of the Trust by the Trustee shall be
         conclusive.

4.3      Within  sixty  (60)  days  following  the  close of each  Plan year (or
         following  the close of any period as may be agreed upon by the Trustee
         and  Committee),  the Trustee  shall file with the  Committee a written
         account  setting  forth  a  description  of all  securities  and  other
         property  purchased and sold,  all receipts,  disbursements,  and other
         transactions  effected  by it  during  such  period,  and  listing  the
         securities  and other  property  held by it at the end of such  period,
         together with the then fair market value

                                      -11-

<PAGE>



         thereof.

    The  Committee  may  approve  such  account  by written  notice of  approval
    delivered to the Trustee or by failure to express objections to such account
    delivered  to the Trustee in writing  within  ninety (90) days from the date
    upon which the account was delivered to the Committee.

    Upon receipt of a written  approval of the  account,  or upon the passage of
    said period of time within which  objections may be filed,  without  written
    objections  having been  delivered  to the Trustee,  such  account  shall be
    deemed to be approved,  and the Trustee shall be released and  discharged as
    to all  items,  matters  and  things  set forth in such  account  as if such
    account had been  settled  and  allowed by a decree of a court of  competent
    jurisdiction.

4.4      The  Employer  or the  Committee,  or both,  at any time may employ the
         individual or corporation which then is serving as Trustee hereunder as
         its or their agent to perform any act, keep any records of accounts, or
         make  any  computations  which  are  required  of the  Employer  or the
         Committee  by this  Agreement  or the  Plan,  and may  compensate  said
         individual or corporation  therefore,  and such employment shall not be
         deemed to be contrary to or  inconsistent  with the  provisions of this
         Agreement.  Nothing done by said individual or corporation as agent for
         the  Employer or the  Committee  shall change or increase in any manner
         its responsibility or liability as Trustee hereunder.

                                      -12-

<PAGE>

                                    SECTION 5


                   DURATION AND TERMINATION OF TRUST AGREEMENT
                   -------------------------------------------


5.1      It is the  intention  of the  Employer  that this Trust and the Plan of
         which it is a part shall be permanently administered for the benefit of
         employees and this Trust is, accordingly, irrevocable; but, if changing
         conditions require,  this Agreement and the Trust created hereby may be
         terminated at any time by the Employer,  and upon such  termination the
         Trust shall be  distributed  by the Trustee as and when directed by the
         Committee  in  accordance  with the  provisions  of Section 3. From and
         after the date of termination of this Agreement and the Trust and until
         the final distribution of the Trust, the Trustee shall continue to have
         all powers provided under this Agreement as are necessary and expedient
         for the orderly liquidation and distribution of the Trust.

5.2      This  Agreement may be amended at any time by written  agreement of the
         Employer and the Trustee, provided,  however, that such amendment shall
         not  operate  to (a)  revest  the  Trust  or any  part  thereof  in the
         Employer,  (b) reduce the then accrued  benefit or the amount then held
         for the benefit of any participant in the Plan, (c) cause or effect any
         discrimination in favor of highly compensated employees,  (d) cause any
         part of the Trust  Fund  (other  than such part as is  required  to pay
         taxes and  administration  expenses)  to be used for, or  diverted  to,
         purposes other than for the exclusive benefit of participants and their
         beneficiaries  at any time prior to the satisfaction of all liabilities
         with  respect to  participants  and their  beneficiaries.  No reversion
         shall occur to the Employer except as provided in the Plan document.

                                      -13-

<PAGE>


                                    SECTION 6


                        RESIGNATION OR REMOVAL OF TRUSTEE
                        ---------------------------------


6.1      The  Trustee may resign as Trustee  hereunder  or may be removed by the
         Employer.  Such  resignation or removal may be accomplished at any time
         upon  the  giving  of  sixty  (60)  days  written  notice.   Upon  such
         resignation or removal,  the Employer shall appoint a successor Trustee
         to whom the Trustee shall  transfer all property of the Trust then held
         by it. Such  successor  Trustee shall  thereupon  succeed to all of the
         powers and duties given to the Trustees by this Agreement.

6.2      Within  sixty  (60) days of such  transfer  the  resigning  or  removed
         Trustee  shall render to the Employer an account in the form and manner
         prescribed  for the  annual  account  by  Section 4 hereof.  Unless the
         Employer  shall  within  sixty  (60) days after the  rendering  of such
         account file with the Trustee written objections  thereto,  the account
         shall be deemed to have been approved and the trustee shall be released
         and  discharged  as to all items,  matters and things set forth in such
         account as if such  account had been settled and allowed by a decree of
         a court of competent jurisdiction.

6.3      In the case where the Trustee dies, or for any reason,  is incapable of
         performing its duties hereunder, the Employer shall appoint a successor
         Trustee  within thirty (30) days of such event.  Within sixty (60) days
         of such  appointment  the Committee shall render an account as provided
         at Section 6.2.

                                      -14-

<PAGE>

                                    SECTION 7


                   TAXES, EXPENSES AND COMPENSATION OF TRUSTEE
                   -------------------------------------------


7.1      The Trustee  shall  deduct  from and charge  against the Trust Fund any
         taxes paid by it which may be imposed upon the Trust Fund or the income
         thereof or which the  Trustee is  required  to pay with  respect to the
         interest of any person therein.

7.2      The Trustee  shall  deduct from and charge  against the Trust Fund such
         fees and  compensation  for performing  duties  hereunder as agreed to,
         from time to time, by the Employer and the Trustee,  unless paid by the
         Employer.

                                      -15-

<PAGE>






                                    SECTION 8


                           FIDUCIARY RESPONSIBILITIES
                           --------------------------


8.1      It is intended  that each of the  Fiduciaries  under the Plan and Trust
         shall be solely  responsible  for its acts or omissions.  Except to the
         extent imposed upon other  Fiduciary by ERISA, or by any Regulations or
         Rulings rendered thereunder,  no Fiduciary shall have any liability for
         a breach of fiduciary  responsibility of another Fiduciary with respect
         to the Plan and Trust  Agreement  unless he  participates  knowingly in
         such breach,  knowingly  undertakes to conceal such breach,  has actual
         knowledge of such breach and fails to take  reasonable  remedial action
         to remedy said breach or,  through his negligence in performing his own
         specific fiduciary  responsibilities which give rise to his status as a
         Fiduciary,  he has enabled  such other  Fiduciary to commit a breach of
         the latter's fiduciary responsibilities.

                                      -16-

<PAGE>






                                    SECTION 9


                                  MISCELLANEOUS
                                  -------------


9.1      The Trust  will be  administered  according  to the laws of the  United
         States and the State of Washington, and its validity,  construction and
         all rights hereunder shall be governed by the laws of that State to the
         extent  that  the  latter  are  not  preempted  by the  former.  If any
         provisions of this  Agreement  shall be invalid or  unenforceable,  the
         remaining provisions thereof shall continue to be fully effective.

9.2      The headings in this  instrument  have been inserted for convenience of
         reference  only,  and  are to be  ignored  in any  construction  of the
         provisions thereof.

9.3      No person  entitled to any benefit under this Agreement  shall have any
         right to assign, transfer, hypothecate, encumber, commute or anticipate
         his interest in any benefits  under this Trust and such benefits  shall
         not in any way be  subject to any legal  process  or levy of  execution
         upon, or attachment or garnishment proceedings against the same for the
         payment of any claim against such person,  except as required  pursuant
         to a Qualified Domestic Relations Order.

9.4      It is intended that this Trust and the Plan referred to herein  qualify
         as a tax exempt Trust Fund under IRC Sections 401(a) and 501(a).

9.5      This  Trust  Agreement  is  effective  as of the date  executed  by the
         Employer and the Trustee.

9.6      In the  event  any  provision  of this  Trust  Agreement  shall be held
         illegal or invalid for any reason,  said illegality or invalidity shall
         not affect the remaining  provisions  hereof,  and this Trust Agreement
         shall  thereafter  be  construed  and  enforced  as if said  illegal or
         invalid provisions had never been included herein.

9.7      This Trust  Agreement  may be executed  in any number of  counterparts,
         each of which shall be deemed to be an original.

                                      -17-

<PAGE>






IN WITNESS  WHEREOF,  the  undersigned  have caused this Trust  Agreement  to be
executed as of the 22nd day of September, 1992.




EMPLOYER:

First Federal Savings and Loan Association of Rockford



By:  /s/ David A. Ingrassia
     ------------------------


Title:  President/CEO
        ---------------------


Dated:  9/22/92
        ---------------------



TRUSTEE:

WM Trust Company



By:  /s/ Gerry D. Kelley
     -------------------------


Title:  Trust Officer
        ----------------------


Dated:  9/23/92
        ----------------------

                                      -18-

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