<PAGE>
                                                                    EXHIBIT 10.4


                           FIRST BANCTRUST CORPORATION

                           DEFERRED COMPENSATION PLAN






<PAGE>




                           FIRST BANCTRUST CORPORATION

                           DEFERRED COMPENSATION PLAN

<TABLE>
<S> <C>                                                                                                 <C>
1.  Purposes.............................................................................................1

2.  Definitions..........................................................................................1

3.  Administration.......................................................................................3

4.  Participation........................................................................................4

5.  Deferrals............................................................................................4

6.  Deferral Accounts For Non-Stock-Denominated Awards...................................................6

7.  Deferral Accounts For Stock-Denominated Awards.......................................................7

8.  Settlement of Deferral Accounts......................................................................8

9.  Provisions Relating to Section 16 of the Exchange Act ...............................................9

10. Statements...........................................................................................9

11. Sources of Stock: Limitation on Account of Stock-Denominated Deferrals...............................9

12. Amendment/Termination................................................................................9

13. General Provisions...................................................................................9

14. Effective Date......................................................................................11
</TABLE>



<PAGE>





                           FIRST BANCTRUST CORPORATION

                           DEFERRED COMPENSATION PLAN


         1. PURPOSES. The purpose of this Deferred Compensation Plan (the
"Plan") is to provide certain highly compensated members of management and
Non-Employee Directors of First BancTrust Corporation (the "Company") and its
Subsidiaries with the opportunity to elect to defer receipt of specified
portions of their compensation and to have such deferred amounts treated as if
invested in specified investment vehicles.

         2. DEFINITIONS. In addition to the terms defined in Section 1 above,
the following terms used in the Plan shall have the meanings set forth below:

         (a) "Administrator" shall mean such person or persons designated
pursuant to Section 3(b) hereof to whom the Committee has delegated authority to
take action under the Plan, except as may be otherwise required under Section 9
hereof.

         (b) "Beneficiary" shall mean any person (which may include trusts and
is not limited to one person) who has been designated by the Participant in his
or her most recent written beneficiary designation form filed with the Company
to receive the benefits specified under the Plan in the event of the
Participant's death. If no Beneficiary has been designated or if no designated
Beneficiary survives the Participant's death, then the Beneficiary shall mean
the Participant's estate.

         (c) "Change in Control" SHALL MEAN A CHANGE IN CONTROL OF A NATURE THAT
WOULD BE REQUIRED TO BE REPORTED IN RESPONSE TO ITEM 1(a) OF FORM 8-K OR ITEM
6(e) OF SCHEDULE 14a OF REGULATION 14a PURSUANT TO THE SECURITIES EXCHANGE ACT
OF 1934, AS AMENDED ("EXCHANGE ACT"), OR ANY SUCCESSOR THERETO, WHETHER OR NOT
ANY CLASS OF SECURITIES OF THE CORPORATION IS REGISTERED UNDER THE EXCHANGE ACT;
PROVIDED THAT, WITHOUT LIMITATION, SUCH A CHANGE IN CONTROL SHALL BE DEEMED TO
HAVE OCCURRED IF (i) ANY "PERSON" (AS SUCH TERM IS USED IN SECTIONS 13(d) AND
14(d) OF THE EXCHANGE ACT) IS OR BECOMES THE "BENEFICIAL OWNER" (AS DEFINED IN
RULE 13d-3 UNDER THE EXCHANGE ACT), DIRECTLY OR INDIRECTLY, OF SECURITIES OF THE
CORPORATION REPRESENTING 20% OR MORE OF THE COMBINED VOTING POWER OF THE
CORPORATION'S THEN OUTSTANDING SECURITIES; OR (ii) DURING ANY PERIOD OF THREE
CONSECUTIVE YEARS, INDIVIDUALS WHO AT THE BEGINNING OF SUCH PERIOD CONSTITUTE
THE BOARD OF DIRECTORS OF THE CORPORATION CEASE FOR ANY REASON TO CONSTITUTE AT
LEAST A MAJORITY THEREOF UNLESS THE ELECTION, OR THE NOMINATION FOR ELECTION BY
STOCKHOLDERS, OF EACH NEW DIRECTOR WAS APPROVED BY A VOTE OF AT LEAST TWO-THIRDS
OF THE DIRECTORS THEN STILL IN OFFICE WHO WERE DIRECTORS AT THE BEGINNING OF THE
PERIOD.

         (d) "Code" shall mean the Internal Revenue Code of 1986, as amended.
References to any provision of the Code or regulation (including proposed
regulation) thereunder shall include any successor provisions or regulations.



                                       1
<PAGE>

         (e) "Committee" shall mean two or more Non-Employee Directors
designated by the Board of Directors of the Company as the Committee.

         (f) "Deferral Account" shall mean Non-Stock-Denominated Deferral
Accounts and Stock-Denominated Deferral Accounts, collectively. Deferral
Accounts will be maintained solely as bookkeeping entries by the Company to
evidence the unfunded obligations of the Company hereunder.

         (g) "Disability" means any physical or mental impairment which
qualifies an individual for disability benefits under the applicable long-term
disability plan maintained by the Corporation (or a Subsidiary Company) or, if
no such plan applies, which would qualify such individual for disability
benefits under the Federal Social Security System.

         (h) "Employee" means any person who is employed by the Company or any
of its Subsidiaries, including employees who may also be directors of the
Company or its Subsidiaries.

         (i) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended. References to any provision of the Exchange Act or rule thereunder
shall include any successor provisions or rules.

         (j) "Non-Employee Director" means a member of the Board of Directors of
the Company or the Board of Directors of the First Bank & Trust, S.B. or any
successor thereto who is not an Employee.

         (k) "Non-Stock-Denominated Deferral Account" shall mean the accounts or
sub-accounts established and maintained by the Company for specified deferrals
made by a Participant pursuant to Section 6 hereof.

         (l) "Non-Qualified Option" means an option or right to purchase Stock
granted to the Participant by the Company pursuant to the 2002 Stock Option
Plan, a compensatory plan, program or other such arrangement (including any and
all plans, programs and arrangements assumed by the Company and or its
Subsidiaries) and such option or right does not constitute an "Incentive Stock
Option" within the meaning of Section 422 of the Code.

         (m) "Participant" shall mean any employee or non-employee director of
the Company or any Subsidiary who is designated by the Committee as eligible to
participate in this plan and who makes an election to participate in the Plan.

         (n) "Restricted Stock Award" shall mean awards granted pursuant to the
Company's 2002 Recognition and Retention Plan and Trust Agreement or any similar
and/or successor plan.



                                       2
<PAGE>

         (o) "Retirement" means a termination of employment which constitutes a
"retirement" under any applicable qualified pension benefit plan maintained by
the Corporation or a Subsidiary Company, or, if no such plan is applicable,
which would constitute "retirement" under the Corporation's pension benefit
plan, if such individual were a participant in that plan. With respect to
Non-Employee Directors, retirement means retirement from service on the Board of
Directors of the Corporation or the Bank or any successor thereto (including
service as a director emeritus) after attaining the lesser of: (i) age 70, or
(ii) age 65 and 10 years of service with the Corporation or its Subsidiary
Companies.

         (p) "Stock" shall mean the Common Stock, with a par value of $0.01 per
share, of First BancTrust Corporation or any other equity securities of the
Company designated by the Committee.

         (q) "Stock-Denominated Awards" shall mean a Non-Qualified Option, a
Restricted Stock Award or similar type of award which is determined by the
Committee to be appropriate for deferral under the terms of this Plan.

         (r) "Stock-Denominated Deferral Account" shall mean the accounts or
sub-accounts established and maintained by the Company for specified deferrals
made by a Participant pursuant to Section 7 hereof.

         (s) "Subsidiary" means First Bank & Trust, S.B. and any of the
subsidiaries of the Company or First Bank & Trust, S.B. which, with the consent
of the Board, agree to participate in this Plan.

         (t) "Trust" shall mean the trust or trusts established by the Company
pursuant Sections 6 and 7 hereof.

         (u) "Trustee(s)" shall mean the trustee(s) of the Trust(s).

         (v) "Trust Agreement" shall mean the agreement(s) entered into between
the Company and the Trustee(s), as amended or restated from time to time.

         (w) "Valuation Date" shall mean the close of business on the last
business day of each calendar quarter; provided however, that in the case of
termination of service for reasons other than Retirement, death or Disability,
the Valuation Date shall mean the close of business on the last day of business
of the month in which service terminates, and in the case of a Change in Control
of the Company, the Valuation Date shall be the effective date of such Change in
Control.

         3. ADMINISTRATION.

         (a) Committee Authority. The Committee shall administer the Plan in
accordance with its terms and shall have all powers necessary to accomplish such
purpose, including the power and authority to construe and interpret the Plan,
to define the terms used herein, to prescribe, amend and rescind rules and
regulations, agreements, forms and notices relating to the administration of the


                                       3
<PAGE>

Plan, and to make all other determinations necessary or advisable for the
administration of the Plan.

         (b) Delegation of Duties; Powers. The Committee may delegate its duties
and responsibilities hereunder, as it deems reasonable and appropriate, to the
Administrator. If an Administrator is appointed by the Committee, such
Administrator shall serve at the will of, and may be removed (with or without
cause) by the Committee. Any actions of the Committee or the Administrator with
respect to the Plan shall be conclusive and binding upon all persons interested
in the Plan, except that any action of the Administrator will not be binding on
the Committee. The Committee and Administrator may each appoint agents and
delegate thereto powers and duties under the Plan, except as otherwise limited
by the Plan.

         (c) Limitation of Liability. Each member of the Committee and the
Administrator shall be entitled to, in good faith, rely or act upon any report
or other information furnished to him or her by any officer or other employee of
the Company or any Subsidiary, the Company's independent public accountants or
any compensation consultant, legal counsel, or other professional retained by
the Company to assist in the administration of the Plan. To the maximum extent
permitted by law, no member of the Committee or the Administrator, nor any
person to whom ministerial duties have been delegated, shall be liable to any
person for any action taken or omitted in connection with the interpretation and
administration of the Plan. To the maximum extent permitted by law, the Company
shall indemnify the members of the Committee and the Administrator against any
and all claims, losses, damages, expenses, including any counsel fees and costs
incurred by them, and any liability, including any amounts paid in settlement
with their approval, arising from their action or failure to act.

         4. PARTICIPATION. The Administrator will notify each person of his or
her eligibility to participate and the extent to which such person can
participate in the Plan within 30 days of the Committee's designation that such
person is so eligible to participate in the Plan.

         5. DEFERRALS.

         (a) Deferrals. With the consent of the Committee, a Participant may
elect to defer otherwise taxable compensation, fees or awards which may be in
the form of cash or Stock to be received from the Company or a Subsidiary,
including salary, director's fees, annual incentive awards, Stock-Denominated
Awards and taxable compensation payable under other plans and programs,
employment agreements or other arrangements or as designated by the Committee;
provided; however, that a Participant who is an Employee may only defer, with
respect to a given year, receipt of only that portion of the Participant's
salary, fees, annual incentive awards, Stock-Denominated Awards and compensation
payable under all plans and programs, employment agreements or other
arrangements that exceeds the amount necessary to satisfy Medicare and all other
payroll taxes (other than federal, state or local income tax withholding)
imposed on the wages of such Participant from the Company and its Subsidiaries.
In addition to such limitation, and any terms and conditions of deferral set
forth under plans and programs, employment agreements or other such arrangements
from which receipt of compensation or awards is deferred, the Committee

                                       4
<PAGE>

may impose limitations on the amounts permitted to be deferred and other terms
and conditions of deferral under this Plan. Any such limitations, and other
terms and conditions of deferral, shall be set forth in the rules relating to
this Plan, or election forms, other forms, or instructions published by the
Committee and/or the Administrator.

         (b) Elections. Once an election form, properly completed, is received
by the Company, such election of the Participant shall be irrevocable; provided
however, that the Committee and/or Administrator may, in its discretion, permit
a Participant to elect to increase the amount to be deferred and credited to a
Deferral Account by filing a later election form; provided, that such later
election form is received by the Committee prior to the applicable election
deadline pursuant to Section 5(c) hereof. Furthermore, upon a Participant's
initial deferral election, such Participant shall also elect the number of
installments in which the settlement of his or her Deferral Account shall be
completed. An election to change a Participant's settlement election must be
made, in writing, while the Participant is an active employee or in the active
service of the Company or its Subsidiaries and prior to the commencement of
distribution. However, the change shall not become effective until the one (1)
year anniversary of such election, provided the Participant remains in the
active employ or service, as the case maybe, of the Company or its Subsidiary
for the entire one (1) year period.

         (c) Date of Election. (i) An election to defer compensation or awards
hereunder must be received by the Administrator prior to the date specified by
the Administrator; provided however, that unless otherwise approved by the
Committee, any elections to defer (i) salary, fees, cash compensation and annual
incentive awards shall be made on or prior to the December 31st preceding the
calendar year in which such income shall be earned, (ii) Restricted Stock Awards
shall be made on or prior to the December 31st preceding the calendar year in
which the Restricted Stock Awards vest; and (iii) Non-Qualified Options shall be
made at least six (6) months prior to the exercise of such option. Under no
circumstances may a Participant defer compensation or awards to which the
Participant has already attained, at the time of deferral, a legally enforceable
right to receive such compensation or awards.

         (ii) Notwithstanding the foregoing, deferral of Non-Qualified Options
(or portion thereof) shall only be allowed for option exercises that occur while
the Participant is in active service with the Company (or subsidiaries thereof)
and where the exercise is completed by the tendering of shares of the Company's
common stock (the "Company Common Stock") that have been held by the Participant
for at least six (6) months prior to the date of exercise. The deferral election
shall be irrevocable. A deferral election pursuant to this Section shall be in
writing and specify:

         (a) the Non-Qualified Options (or portion thereof) to which the
deferral election relates, including such option's grant date and exercise
price; and

         (b) a representation that the gains to be deferred shall be deemed to
be invested in Company Common Stock during the deferral period in order to
measure the return, if any, earned on such gains deferred pursuant to this Plan.



                                       5
<PAGE>

         The deferred compensation to be paid pursuant to this Plan shall be
paid in Company Common Stock (and cash in lieu of fractional shares).

         6. DEFERRAL ACCOUNTS FOR NON-STOCK-DENOMINATED AWARDS. The following
provisions will apply to Deferral Accounts other than those established under
Section 7:

         (a) Establishment; Crediting of Amounts Deferred. A
Non-Stock-Denominated Deferral Account will be established for each Participant
for any deferrals made by a Participant hereunder. The amount of compensation or
awards deferred with respect to each Non-Stock-Denominated Deferral Account will
be credited to such account as of the date on which such amounts would have been
paid to the Participant but for deferral hereunder. Amounts credited to a
Non-Stock-Denominated Deferral Account shall be deemed to be invested in such
hypothetical investment vehicles as selected by the Participant from the list
authorized by the Committee pursuant to Section 6(b) hereof. The amounts of
hypothetical income and appreciation and depreciation in value of such accounts
will be credited and debited to such accounts from time to time. Unless
otherwise determined by the Committee, amounts credited to a
Non-Stock-Denominated Deferral Account shall be deemed invested in such
hypothetical investment vehicles within five (5) business days following the
effective date of the deferral.

         (b) Hypothetical Investment Vehicles. The Committee shall establish one
or more hypothetical investment vehicles under this Plan and may add to or
change or discontinue any hypothetical investment vehicle included in the list
of available hypothetical investment vehicles in its absolute discretion.

         (c) Allocation and Reallocation of Hypothetical Investments. A
Participant may allocate amounts credited to his or her Non-Stock-Denominated
Deferral Account to one or more of the hypothetical investment vehicles
authorized under the Plan. Subject to the rules established by the
Administrator, a Participant may reallocate amounts credited to his or her
Non-Stock-Denominated Deferral Account (to be effective as of the Valuation Date
immediately following the Participant's election) to one or more of such
hypothetical investment vehicles, by filing with the Administrator a notice, in
such form as may be specified by the Administrator, not later than the 15th day
of the month preceding such Valuation Date. The Committee or Administrator may
restrict allocations or reallocations by specified Participants into or out of
specified investment vehicles or specify minimum amounts that may be allocated
or reallocated by Participants; however, any such allocation or reallocation
shall be made in accordance with all applicable provisions of the Exchange Act
and the regulations promulgated thereunder, including but not limited to,
Section 16(b) and the regulations thereunder.

         (d) Investment Return. In order to simulate an investment return for
the amounts held in each Participant's Non-Stock-Denominated Deferral Account,
the account balance shall be reduced for the reasonable transaction costs
associated with the Participant's investment directions and be adjusted to
recognize the hypothetical income, appreciation and depreciation generated by


                                       6
<PAGE>

the hypothetical investments that the Non-Stock-Denominated Deferral Account is
deemed to be invested in.

         (e) Trusts. The Committee may, in its discretion, establish one or more
Trusts and deposit therein amounts of cash, Stock, or other property not
exceeding the amount of the Company's obligations with respect to the
Participants' Non-Stock-Denominated Deferral Account established under Section 6
hereof.

         7. DEFERRAL ACCOUNTS FOR STOCK-DENOMINATED AWARDS.

         (a) Establishment. Subject to any terms and conditions imposed by the
Committee, Participants may elect to defer, under the Plan, amounts which would
otherwise be taxable income of a Participant as a result of the exercise,
earning, vesting, or such similar event with respect to Stock-Denominated
Awards. In connection with such deferral of a Stock-Denominated Award, a
Stock-Denominated Deferral Account shall be established for such Participant. On
terms determined by the Committee, the Stock-Denominated Deferral Account will,
as of the date that taxable income from a Stock-Denominated Award would
otherwise be recognized by a Participant, be credited with a number of share
units corresponding to the number of shares of Stock represented in the amount
of Stock-Denominated Award being deferred hereunder. With respect to any
fractional shares, the Committee or the Administrator may pay such fractional
shares to the Participant in cash or credit the Participant's
Non-Stock-Denominated Deferral Account with such amount in lieu of depositing
such fractional shares into the Stock-Denominated Deferral Account.

         (b) Investment Return. Hypothetical appreciation and depreciation in
value of the Stock-Denominated Deferral Account shall be equal to the actual
appreciation and depreciation of the Stock. Cash dividends and distributions
with respect to share units in the Stock-Denominated Deferral Account shall be
credited to a Participant's Non-Stock-Denominated Deferral Account in the form
of additional share units.

         (c) Allocation of Hypothetical Investment. Stock-Denominated Awards
deferred pursuant to this Section 7 shall continuously be deemed invested in
Stock share units until settlement of the Stock-Denominated Deferral Account
pursuant to Section 8 hereof and the Participant shall not be entitled to
reallocate Stock-denominated deferrals into any other hypothetical investments.

         (d) Trusts. The Committee may, in its discretion, establish one or more
Trusts (including sub-accounts under such Trusts), and deposit therein amounts
of cash, Stock, or other property not exceeding the amount of the Company's
obligations with respect to a Participants' Stock-Denominated Deferral Account
established under Section 7.


                                       7
<PAGE>

         8. SETTLEMENT OF DEFERRAL ACCOUNTS.

         (a) Form of Payment. The Company shall settle a Participant's Deferral
Account, and discharge all of its obligations to pay deferred compensation under
the Plan with respect to such Deferral Account, by payment of cash, or in the
discretion of the Committee, by delivery of Stock.

         (b) Timing of Payments. Payments in settlement of a Deferral Account
shall be made as soon as practicable after the date or dates (including upon the
occurrence of specified events), and in such number of installments, as may be
directed by the Participant in his or her election relating to such Deferral
Account(s), or earlier in the event of termination of employment by the
Participant in the following circumstances:


         (i)   In the event of termination of employment or service as a
               Non-Employee Director for reasons other than Retirement or
               Disability, a single lump sum payment in settlement of any
               Deferral Account (including a Deferral Account with respect to
               which one or more installment payments have previously been made)
               shall be made as promptly as practicable following the Valuation
               Date, unless otherwise determined by the Administrator; or

         (ii)  In the event of a Change in Control, payments in settlement of
               any Stock-Denominated Deferral Account (including a Deferral
               Account with respect to which one or more installment payments
               have previously been made) shall be made within fifteen (15)
               business days following the effective date of such Change in
               Control.

         (c) Financial Emergency and Other Payments. Other provisions of the
Plan (except Section 9) notwithstanding, if, upon the written application of a
Participant, the Committee determines that the Participant has a financial
emergency of such substantial nature and beyond the individual's control that
payment of amounts previously deferred under the Plan is warranted, the
Committee may direct the payment to the Participant of all or a portion of the
balance of a Deferral Account and the time and manner of such payment, and the
Committee may direct such payments in other circumstances if, in the exercise of
its independent judgment, it determines that circumstances beyond the
individual's control warrant such action.

         9. PROVISIONS RELATING TO SECTION 16 OF THE EXCHANGE ACT

         (a) Compliance with Section 16. With respect to a Participant who is
then subject to the reporting requirements of Section 16(a) of the Exchange Act:

         (i)   Any function of the Committee under the Plan relating to such
               Participant shall be performed solely by the Committee if and to
               the extent required to ensure the availability of an exemption
               under Rule 16b-3 or exclusion under Rule 16a-1(c) for such
               Participant with respect to the Plan.


                                       8
<PAGE>

         (ii)  Participants may not reallocate amounts credited to any
               Stock-Denominated Deferral Account established pursuant to
               Section 7 hereof.

         (iii) To the extent necessary so that transactions by and the rights of
               such a Participant under the Plan are excluded from reporting
               under Rule 16a-1(c) (unless acknowledged by the Participant in
               writing with respect to a specified transaction not to be
               excluded), if any provision of this Plan or any rule, election
               form or other form, or instruction does not comply with the
               requirements of such rule as then applicable to such transaction
               or right under the Plan, such provision shall be construed or
               deemed amended to the extent necessary to conform to such
               requirements.

         10. STATEMENTS. The Administrator will furnish statements to each
Participant reflecting the amount credited to a Participant's Deferral
Account(s) and the transactions therein not less frequently than once each
calendar year.

         11. SOURCES OF STOCK: LIMITATION ON AMOUNT OF STOCK-DENOMINATED
DEFERRALS. If Stock is deposited under the Plan in a Trust pursuant to Section 7
hereof, in connection with a deferral of a Stock-Denominated Award under another
plan, program, or other such arrangement that provides for the issuance of
Stock, the Stock so deposited shall be deemed to have originated from and shall
be counted against the number of shares reserved under such other plan, program
or other arrangement.

         12. AMENDMENT/TERMINATION. The Committee may, with prospective or
retroactive effect, amend, alter, suspend, discontinue, or terminate the Plan at
any time without the consent of Participants, stockholders, or any other person;
provided however, that, without the consent of a Participant, no such action
shall materially or adversely affect the rights of such Participant with respect
to any rights to receive payment of amounts credited to such Participant's
Deferral Account(s). Notwithstanding the foregoing, the Committee, may, at any
time and in its sole discretion, terminate the Plan and distribute to
Participants the amounts credited to their Deferral Accounts. Upon the effective
date of a Change in Control, this Plan shall terminate.

         13. GENERAL PROVISIONS.

         (a) Limits on Transfer of Awards. Other than by will or the laws of
descent and distribution, no right, title or interest of any kind in the Plan
shall be transferable or assignable by a Participant or his or her Beneficiary
or be subject to alienation, anticipation, encumbrance, garnishment, attachment,
levy, execution or other legal or equitable process, nor subject to the debts,
contracts, liabilities or engagements, or torts of any Participant or his or her
Beneficiary. Any attempt to alienate, sell, transfer, assign, pledge, garnish,
attach or take any other action subject to legal or equitable process or
encumber or dispose of any interest in the Plan shall be void.

         (b) Receipt and Release. Payments (in any form) to any Participant or
Beneficiary in accordance with the provisions of the Plan shall, to the extent
thereof, be in full satisfaction of all

                                       9
<PAGE>

claims for the compensation or awards deferred and relating to the Deferral
Account(s) to which the payments relate against the Company or any Subsidiary
thereof, the Committee, or the Administrator. The Committee or the Administrator
may require a Participant or Beneficiary, as a condition to a payment, to
execute a receipt and release to such effect.

         (c) Unfunded Status of Awards; Creation of Trusts. The Plan is intended
to constitute an "unfunded" plan for deferred compensation and Participants
shall rely solely on the unsecured promise of the Company for payment hereunder.
With respect to any payment not yet made to a Participant under the Plan,
nothing contained in the Plan shall give a Participant any rights greater than
those of a general unsecured creditor of the Company; provided however, that
nothing herein shall restrict or prohibit the Committee from authorizing the
creation of Trusts, including but not limited to the Trusts referred to in
Sections 6 and 7 hereof, or make other arrangements to meet the Company's
obligations under the Plan, which Trusts and/or other arrangements shall be
consistent with the "unfunded" status of the Plan, unless the Committee
otherwise determines with the consent of each affected Participant.

         (d) Compliance. The Company shall impose such restrictions on Stock
delivered to a Participant hereunder and any other interest constituting a
security as it may deem advisable in order to comply with the Securities Act of
1933, as amended, the requirements of the Exchange Act, the requirements of the
Nasdaq National Market System or any other stock exchange or automated quotation
system upon which the Stock is then listed or quoted, any state securities laws
applicable to such a transfer, any provisions of the Company's Certificate of
Incorporation or Bylaws, or any other law, regulation, or binding contract to
which the Company is a party.

         (e) Other Participant Rights. No Participant shall have any of the
rights or privileges of a stockholder of the Company (including voting rights)
under the Plan, including as a result of crediting of Stock equivalents or other
amounts to a Deferral Account, or the creation of any Trust and the deposit of
such Stock thereof, except at such time as Stock may be actually delivered in
settlement of a Deferral Account. No provision of the Plan or transaction
hereunder shall confer upon any Participant any right to be employed by the
Company or a Subsidiary thereof, or to interfere in any way with the right of
the Company or a Subsidiary to increase or decrease the amount of any
compensation payable to such Participant. Subject to the limitations set forth
in Section 13(a) hereof, the Plan shall inure to the benefit of, and be binding
upon, the parties hereto and their successors and assigns.

         (f) Tax Withholding. The Company and any Subsidiary shall have the
right to deduct from amounts otherwise payable in settlement of a Deferral
Account any sums that federal, state, local or foreign tax law requires to be
withheld with respect to such payment. Stock or other property may be withheld
to satisfy such obligations in any case where taxation would be imposed upon
delivery of such Stock and other property.

         (g) Payment of Legal Fees. All reasonable legal fees and costs paid or
incurred by a Participant pursuant to any dispute or question or interpretation
relating to this Agreement shall be

                                       10
<PAGE>

paid or reimbursed by the Company if the Participant is successful on the merits
pursuant to a legal judgment, arbitration or settlement.

         (h) Governing Law. The validity, construction, and effect of the Plan
and any rules and regulations relating to the Plan shall be determined in
accordance with the laws of the State of Illinois, without giving effect to
principles of conflicts of laws, and applicable provisions of federal law.

         (i) Limitation. A Participant and his or her Beneficiary shall assume
all risk in connection with any decrease in value of his or her Deferral
Account(s) and neither the Company, the Committee nor the Administrator shall be
liable or responsible therefor.

         (j) Construction. The captions and numbers preceding the sections of
the Plan are included solely as a matter of convenience of reference and are not
to be taken as limiting or extending the meaning of any of the terms and
provisions of the Plan. Whenever appropriate, words used in the singular shall
include the plural or the plural may be read as the singular.

         (k) Severability. In the event that any provision of the Plan shall be
declared illegal or invalid for any reason, said illegality or invalidity shall
not affect the remaining provisions of the Plan but shall be fully severable,
and the Plan shall be construed and enforced as if said illegal or invalid
provision had never been inserted herein.

         (l) Status. The establishment and maintenance of, or allocations and
credits to, the Deferral Account(s) of any Participant shall not vest in any
Participant any right, title or interest in and to any Plan assets or benefits
except at the time or times and upon the terms and conditions and to the extent
expressly set forth in the Plan and in accordance with the terms of the Trust.

         14. EFFECTIVE DATE. The Plan shall be effective as of November 21,
2002.


                                       11