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                                                                    EXHIBIT 10.8














                               MB FINANCIAL, INC.
                               MANUFACTURERS BANK

                           DEFERRED COMPENSATION PLAN






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                               MB FINANCIAL, INC.
                               MANUFACTURERS BANK

                           DEFERRED COMPENSATION PLAN

     AS MODIFIED, AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2000

                                     PURPOSE

     The purpose of this Plan is to provide specified benefits to a select group
of management and highly compensated employees, and to directors, who contribute
materially to the continued growth, development and future business success of
MB Financial, Inc., Manufacturers Bank, and any other subsidiaries, if any, that
sponsor this Plan. This Plan shall be unfunded for tax purposes and for purposes
of Title I of ERISA.

     The Plan shall constitute a modification, continuation, amendment and
restatement of Manufacturers Bank Supplemental Retirement Plan and the Avondale
Savings Bank Unfunded Deferred Compensation Plan for Directors and Executive
Officers. However, the rights of any person who terminated employment or who
retired on or before the Effective Date shall be determined solely under the
terms of the Plan in which that person was a participant on the date of his
termination of the participant's employment or retirement, unless such person
again becomes a Participant hereunder after the Effective Date.

                                    ARTICLE I
                                   DEFINITIONS

     For purposes of this Plan, unless otherwise clearly apparent from the
context, the following phrases or terms shall have the following indicated
meanings:

     "ACCOUNT BALANCE" shall mean, with respect to a Participant, a credit on
     the records of the Employer equal to the Deferral Account balance. The
     Account Balance, and each other specified account balance, shall be a
     bookkeeping entry only and shall be utilized solely as a device for the
     measurement and determination of the amounts to be paid to a Participant,
     or his or her designated Beneficiary, pursuant to this Plan. A
     Participant's Account Balance as of the Effective Date shall be equal to
     his interest in the Manufacturers Plan and the Avondale Plan, as
     applicable, on the Effective Date.

     "ANNUAL BONUS" shall mean any compensation, in addition to Base Annual
     Salary relating to services performed during any calendar year, whether or
     not paid in such calendar year or included on the Federal Income Tax Form
     W-2 for such calendar year, payable to a Participant as an Employee under
     any Employer's annual bonus and cash incentive plans, excluding stock
     options.

     "ANNUAL DEFERRAL AMOUNT" shall mean that portion of a Participant's Base
     Annual Salary, Annual Bonus and Director's Compensation that a Participant
     elects to have, and is deferred, in accordance with Article 3, for any one
     Plan Year. In the event of a Participant's


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     Retirement, Disability (if deferrals cease in accordance with Section 8.1),
     death or a Termination of Employment prior to the end of a Plan Year, such
     year's Annual Deferral Amount shall be the actual amount withheld prior to
     such event.

     "AVONDALE PLAN" shall mean the Avondale Savings Bank Unfunded Deferred
     Compensation Plan for Directors and Executive Officers, as in effect
     immediately prior to the Effective Date.

     "BASE ANNUAL SALARY" shall mean the annual cash compensation relating to
     services performed by an Employee during any calendar year, whether or not
     paid in such calendar year or included on the Federal Income Tax Form W-2
     for such calendar year, excluding bonuses, commissions, overtime, fringe
     benefits, stock options, relocation expenses, incentive payments,
     non-monetary awards, and other fees, automobile and other allowances paid
     to a Participant for employment services rendered (whether or not such
     allowances are included in the Employee's gross income). Base Annual Salary
     shall be calculated before reduction for compensation voluntarily deferred
     or contributed by the Participant pursuant to all qualified or
     non-qualified plans of any Employer and shall be calculated to include
     amounts not otherwise included in the Participant's gross income under Code
     Sections 125, 402(e)(3), 402(h), or 403(b) pursuant to plans established by
     any Employer; provided, however, that all such amounts will be included in
     compensation only to the extent that, had there been no such plan, the
     amount would have been payable in cash to the Employee.

     "BENEFICIARY" shall mean one or more persons, estates or other entities,
     designated in accordance with Article 9, that are entitled to receive
     benefits under this Plan upon the death of a Participant.

     "BENEFICIARY DESIGNATION FORM" shall mean the form established from time to
     time by the Committee that a Participant completes, signs and returns to
     the Committee to designate one or more Beneficiaries.

     "BOARD" shall mean the board of directors of the Company.

     "CHANGE IN CONTROL" shall mean the first to occur of any of the following
     events:

     (a)  Any "person" (as that term is used in Section 13 and 14(d)(2) of the
          Securities Exchange Act of 1934 (the "Exchange Act")) becomes the
          beneficial owner (as that term is used in Section 13(d) of the
          Exchange Act), directly or indirectly, of 50% or more of the Company's
          capital stock entitled to vote in the election of directors;

     (b)  During any period of not more than two consecutive years, not
          including any period prior to the adoption of this Plan, individuals
          who at the beginning of such period constitute the board of directors
          of the Company, and any new director (other than a director designated
          by a person who has entered into an agreement with the Company to
          effect a transaction described in clause (a), (c), (d) or (e) herein)
          whose election by the board of directors or nomination for election by
          the Company's stockholders was approved by a vote of at least
          three-fourths (3/4ths) of the directors


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          then in office who either were directors at the beginning of the
          period or whose election or nomination for election was previously so
          approved, cease for any reason to constitute at least a majority
          thereof;

     (c)  The shareholders of the Company approve any consolidation or merger of
          the Company, other than a consolidation or merger of the Company in
          which the holders of the common stock of the Company immediately prior
          to the consolidation or merger hold more than 50% of the common stock
          of the surviving corporation immediately after the consolidation or
          merger;

     (d)  The Shareholders of the Company approve any plan or proposal for the
          liquidation or dissolution of the Company; or

     (e)  The Shareholders of the Company approve the sale or transfer of all or
          substantially all of the assets of the Company to parties that are not
          within a "controlled group of corporation"( as defined in Code Section
          1563) in which the Company is a member.

     "CLAIMANT" shall have the meaning set forth in Section 14.1.

     "CODE" shall mean the Internal Revenue Code 1986, as it may be amended from
     time to time.

     "COMMITTEE" shall mean the committee described in Article 12.

     "COMPANY" shall mean MB Financial, Inc., a Delaware corporation, and any
     successor to all or substantially all of the Company's assets or business.

     "DEDUCTION LIMITATION" shall mean the following described limitation on a
     benefit that may otherwise be distributable pursuant to the provisions of
     this Plan. Except as otherwise provided, this limitation shall be applied
     to all distributions that are "subject to the Deduction Limitation" under
     this Plan. If an Employer determines in good faith prior to a Change in
     Control that there is a reasonable likelihood that any compensation paid to
     a Participant for a taxable year of the Employer would not be deductible by
     the Employer solely by reason of the limitation under Code Section 162(m),
     then to the extent deemed necessary by the Employer to ensure that the
     entire amount of any distribution to the Participant pursuant to this Plan
     prior the Change in Control is deductible, the Employer may defer all or
     any portion of a distribution under this Plan. Any amounts deferred
     pursuant to this limitation shall continue to be credited/debited with
     additional amounts in accordance with Section 3.7 below, even if such
     amount is being paid out in installments. The amounts so deferred and
     amounts credited thereon shall be distributed to the Participant or his or
     her Beneficiary (in the event of the Participant's death) at the earliest
     possible date, as determined by the Employer in good faith, on which the
     deductibility of compensation paid or payable to the Participant for the
     taxable year of the Employer during which the distribution is made will not
     be limited by Section 162(m), or if earlier, the effective date of a Change
     in Control. Notwithstanding anything to the contrary in this Plan the
     Deduction Limitation shall not apply to any distributions made after a
     Change in Control.


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     "DEFERRAL ACCOUNT" shall mean (i) a sum of all of a Participant's Annual
     Deferral Amounts, (ii) the sum of Excess Matching Contributions contributed
     on behalf of the Participant, (iii) amounts credited in accordance with all
     the applicable crediting provisions of this Plan that relate to the
     Participant's Deferral Account, less (iv) all distributions made to the
     Participant or his or her Beneficiary pursuant to this Plan that relate to
     his or her Deferral Account.

     "DIRECTOR" shall mean a member of the board of directors of the Company.

     "DIRECTOR'S COMPENSATION" shall mean fees and other compensation payable
     for services as a Director.

     "DISABILITY" shall mean a period of disability during which a Participant
     qualifies for permanent disability benefits under the Participant's
     Employer's long-term disability plan, or, if a Participant does not
     participate in such a plan, a period of disability during which the
     Participant would have qualified for permanent disability benefits under
     such a plan had the Participant been a participant in such a plan, as
     determined in the sole discretion of the Committee. If the Participant's
     Employer does not sponsor such a plan, or discontinues to sponsor such a
     plan, Disability shall be determined by the Committee in its sole
     discretion.

     "DISABILITY BENEFIT" shall mean the benefit set forth in Article 8.

     "EFFECTIVE DATE" shall mean January 1, 2000.

     "ELECTION FORM" shall mean the form established from time to time by the
     Committee that a Participant completes, signs and returns to the Committee
     to make an election under the Plan.

     "EMPLOYEE" shall mean a person who is classified as an employee of any
     Employer.

     "EMPLOYER(S)" shall mean MB Financial, Inc., Manufacturers Bank, and any
     other subsidiaries, if any, that have been selected by the Board to
     participate in the Plan and have adopted the Plan as a sponsor.

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

     "EXCESS MATCHING CONTRIBUTIONS" shall equal to the difference between (a)
     and (b) where:

     (a)  is the amount of Matching Contribution that would have been allocated
          for the Plan Year on behalf of the Participant under a Qualified Plan,
          except for the limitation imposed on such Matching Contributions for
          the Plan Year by Code Section 415; and

     (b)  is the amount of Matching Contributions actually allocated on behalf
          of the Participant for the Plan Year.



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     "MANUFACTURER'S PLAN shall mean the Manufacturers Bank Supplemental
     Retirement Plan, as in effect immediately prior to the Effective Date.

     "MATCHING CONTRIBUTION" shall mean a matching contribution (within the
     meaning of Code Section 401(m)(4)(A)) that is allocable on behalf of a
     Participant under a qualified plan described in Code Section 401(a), that
     is maintained by an Employer and in which the Participant participates.

     "MONTHLY INSTALLMENT METHOD" shall be a monthly installment payment over
     the number of months selected by the Participant in accordance with this
     Plan, calculated as follows: The Account Balance of the Participant shall
     be calculated as of the close of business three business days prior to the
     last business day of the month. The monthly installment shall be calculated
     by multiplying this balance by a fraction, the numerator of which is one,
     and the denominator of which is the remaining number of monthly payments
     due the Participant. By way of example, if a 120-month Monthly Installment
     Method is elected, the payment shall be 1/120 of the Account Balance,
     calculated as described in this definition. The following month, the
     payment shall be 1/119 of the Account Balance, calculated as described in
     this definition. Each monthly installment shall be paid on or as soon as
     practicable after the last business day of the applicable month.

     "PARTICIPANT" shall mean any Employee or Director (i) who is selected to
     participate in the Plan, (ii) who elects to participate in the Plan, (iii)
     who signs a Plan Agreement and an Election Form, (iv) whose signed Plan
     Agreement, Election Form and Beneficiary Designation Form are accepted by
     the Committee, (v) who commences participation in the Plan, and (vi) whose
     Plan Agreement has not terminated. A spouse or former spouse of a
     Participant shall not be treated as a Participant in the Plan or have an
     Account Balance under the Plan, even if he or she has an interest in the
     Participant's benefits under the Plan as a result of applicable law or
     property settlements resulting from legal separation or divorce.

     "PLAN" shall mean this Deferred Compensation Plan, which shall be evidenced
     by this instrument and by each Plan Agreement, as they may be amended from
     time to time.

     "PLAN AGREEMENT" shall mean a written agreement, as may be amended from
     time to time, which is entered into by and between an Employer and a
     Participant. Each Plan Agreement executed by a Participant and the
     Participant's Employer shall provide for the entire benefit to which such
     Participant is entitled under the Plan; should there be more than one Plan
     Agreement, the Plan Agreement bearing the latest date of acceptance by the
     Employer shall supersede all previous Plan Agreements in their entirety and
     shall govern such entitlement. The terms of any Plan Agreement may be
     different for any Participant, and any Plan Agreement may provide
     additional benefits not set forth in the Plan or limit the benefits
     otherwise provided under the Plan; provided, however, that any such
     additional benefits or benefit limitations must be agreed to by both the
     Employer and the Participant. Any Plan Agreement or the equivalent under
     the Avondale Plan or the Manufacturer's Plan shall remain in effect and
     valid under the Plan until modified or rescinded in accordance with the
     terms hereof.



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     "PLAN YEAR" shall mean a period beginning on January 1 of each calendar
     year and continuing through December 31 of such calendar year.

     "PRE-RETIREMENT SURVIVOR BENEFIT" shall mean the benefit set forth in
     Article 6.

     "QUALIFIED PLAN" means a plan that meets the qualification requirements of
     Code Section 401(a) that is maintained by an Employer.

     "RETIREMENT", "RETIRE(S)" OR "RETIRED" shall mean severance from employment
     from all Employers for any reason other than a leave of absence, death or
     Disability on or after the earlier of the attainment of (a) age sixty-five
     (65) or (b) age fifty-five (55) with ten (10) Years of Service.

     "RETIREMENT BENEFIT" shall mean the benefit set forth in Article 5.

     "SHORT-TERM PAYOUT" shall mean the payout set forth in Section 4.1.

     "TERMINATION BENEFIT" shall mean the benefit set forth in Article 7.

     "TERMINATION OF EMPLOYMENT" shall mean the severing of employment with all
     Employers voluntarily or involuntarily, for any reason other than
     Retirement, Disability, death or an authorized leave of absence.

     "TRUST" shall mean one or more trusts established pursuant to that certain
     Master Trust Agreement, between the Company and the trustee named therein,
     as amended from time to time.

     "UNFORESEEABLE FINANCIAL EMERGENCY" shall mean an unanticipated emergency
     that is caused by an event beyond the control of the Participant that would
     result in severe financial hardship to the Participant resulting from (i) a
     sudden and unexpected illness or accident of the Participant or a dependent
     of the Participant, (ii) a loss of the Participant's property due to
     casualty, or (iii) such other extraordinary and unforeseeable circumstances
     arising as a result of events beyond the control of the Participant, all as
     determined in the sole discretion of the Committee. A distribution will be
     deemed to be on account of an Unforeseeable Financial Emergency if the
     distribution is on account of:

          a)   Unreimbursed medical expenses (as defined in Code Section 213(d))
               and amounts necessary to obtain medical care for the Participant,
               the Participant's spouse or any dependent;

          b)   the purchase of the Participant's principal residence (but not
               ongoing mortgage payments);

          c)   tuition and related educational fees for the immediately
               forthcoming twelve (12) month period of post-secondary education
               for the Participant, his spouse or dependents;


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          d)   the need to prevent eviction from or foreclosure on a
               Participant's principal residence.


                                    ARTICLE 2
                       SELECTION, ENROLLMENT, ELIGIBILITY

2.1  SELECTION BY COMMITTEE. Participation in the Plan shall be limited to a
     select group of management and highly compensated Employees of the
     Employers, and Directors of the Company, as determined by the Committee in
     its sole discretion from time to time. From that group, the Committee shall
     select, in its sole discretion, Employees and Directors to participate in
     the Plan.

2.2  ENROLLMENT REQUIREMENTS. As a condition to participation, each selected
     Employee or Director shall complete, execute and return to the Committee a
     Plan Agreement, an Election Form and a Beneficiary Designation Form, all
     within 30 days after he or she is selected to participate in the Plan. In
     addition, the Committee shall establish from time to time such other
     enrollment requirements as it determines in its sole discretion are
     necessary or appropriate.

2.3  ELIGIBILITY; COMMENCEMENT OF PARTICIPATION. Provided an Employee or
     Director selected to participate in the Plan has met all enrollment
     requirements set forth in this Plan and required by the Committee,
     including returning all required documents to the Committee within the
     specified time period, that Employee or Director shall commence
     participation in the Plan on the first day of the month following the month
     in which the Employee completes all enrollment requirements. If an Employee
     or Director fails to meet all such requirements within the period required,
     in accordance with Section 2.2, that Employee or Director shall not be
     eligible to participate in the Plan until the first day of the Plan Year
     following the delivery to and acceptance by the Committee of the required
     documents.

2.4  TERMINATION OF PARTICIPATION AND/OR DEFERRALS. If the Committee determines
     in good faith than a Participant no longer qualifies as a member of a
     select group of management or highly compensated employees, as membership
     in such group is determined in accordance with Sections 201(2), 301(a)(3)
     and 401(a)(1) of ERISA, or is no longer a Director, the Committee shall
     have the right, in its sole discretion, to (i) terminate any deferral
     election the Participant has made for the remainder of the Plan Year in
     which the Participant's membership status changes, (ii) prevent the
     Participant from making future deferral elections, (iii) cease making
     Excess Matching Contributions on his behalf (other than those previously
     declared), and/or (iv) immediately distribute the Participant's then
     Account Balance as a Termination Benefit and terminate the Participant's
     participation in the Plan.


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                                    ARTICLE 3
           DEFERRAL COMMITMENTS/MATCHING CONTRIBUTIONS/CREDITING/TAXES

3.1  COMPENSATION DEFERRALS.

     For each Plan Year, a Participant may elect to defer, as his or her Annual
     Deferral Amount, Base Annual Salary, Annual Bonus, and/or Director's
     Compensation, as the case may be, such amount as is set forth in the
     Participant's Plan Agreement with respect to the Plan Year. The election
     shall be irrevocable with respect to compensation covered by the election
     until the end of the Plan Year. If no election is made, the amount deferred
     shall be zero. Notwithstanding the foregoing, if a Participant first
     becomes a Participant after the first day of a Plan Year, the maximum
     Annual Deferral Amount shall be limited to the amount of compensation not
     yet earned by the Participant as of the date the Participant submits a Plan
     Agreement and Election Form to the Committee for acceptance.

3.2  DISCRETIONARY MATCHING CONTRIBUTIONS.

     With respect to each Plan Year, each Employer, in its sole distribution,
     may agree to contribute on behalf of Participant who is an Employee of that
     Employer an amount equal to the Participant's Excess Matching Contribution
     with respect to the Plan Year. The Excess Matching Contribution shall be
     credited to each eligible Participant's Deferral Account as of the last day
     of the Plan Year to which the Excess Matching Contribution relates.

3.3  ELECTION TO DEFER; EFFECT OF ELECTION FORM; SUSPENSION.

     (a)  FIRST PLAN YEAR. In connection with a Participant's commencement of
          participation in the Plan, the Participant shall make an irrevocable
          election regarding his Annual Deferral Amount for the Plan Year in
          which the Participant commences participation in the Plan, along with
          such other elections as the Committee deems necessary or desirable
          under the Plan. For these elections to be valid, the Election Form
          must be completed and signed by the Participant, timely delivered to
          the Committee (in accordance with Section 2.2 above) and accepted by
          the Committee.

     (b)  SUBSEQUENT PLAN YEARS. For each succeeding Plan Year, the Participant
          shall make an irrevocable election regarding his Annual Deferral
          Amount for that Plan Year, and such other elections as the Committee
          deems necessary or desirable under the Plan. Such election shall be
          made before the end of the Plan Year preceding the Plan Year for which
          the election is made, by means of a new Election Form. If no such
          Election Form is timely delivered for a Plan Year, the Annual Deferral
          Amount shall be zero for that Plan Year. In the case of a deferral of
          a Participant's Annual Bonus, the election form shall be delivered to
          the Committee prior to the date such Annual Bonus is announced by the
          Employer.

     (c)  SUSPENSION OF ELECTION. A Participant may suspend an election to defer
          compensation for the remainder of the Plan Year by filing with the
          Committee a



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          written notice of the suspension, which election will become effective
          as of the next payroll period.

3.4  WITHHOLDING OF ANNUAL DEFERRAL AMOUNTS. For each Plan Year, the Base Annual
     Salary portion of the Annual Deferral Amount shall be withheld from each
     regularly scheduled Base Annual Salary payroll in equal amounts, as
     adjusted from time to time for increases and decreases in Base Annual
     Salary. The Annual Bonus portion of the Annual Deferral Amount shall be
     withheld at the time the Annual Bonus is paid to the Participant, whether
     or not this occurs during the Plan Year itself. The Director's Compensation
     portion of the Annual Deferral Amount shall be withheld at the time the
     Director's Compensation is paid to the Participant, whether or not this
     occurs during the Plan Year.

3.5  INVESTMENT OF TRUST ASSETS. The Trustee of the Trust shall be authorized,
     upon written instructions received from the Committee or investment manager
     appointed by the Committee, to invest and reinvest the assets of the Trust
     in accordance with the applicable Trust Agreement, including the
     disposition of stock and reinvestment of the proceeds in one or more
     investment vehicles designated by the Committee.

3.6  VESTING. A Participant shall at all times be 100% vested in his or her
     Deferral Account.

3.7  CREDITING/DEBITING OF ACCOUNT BALANCES. In accordance with, and subject to,
     the rules and procedures that are established from time to time by the
     Committee, in its sole discretion, amounts shall be credited or debited to
     a Participant's Account Balance in accordance with the following rules:

     (a)  ELECTION OF MEASUREMENT FUNDS. A Participant, in connection with his
          or her initial compensation deferral election in accordance with
          Section 3.3(a) above, shall elect, on the Election Form, one or more
          Measurement Fund(s) (as described in Section 3.7(c) below) to be used
          to determine the additional amounts to be credited to his or her
          Account Balance for the first calendar quarter or portion thereof in
          which the Participant commences participation in the Plan and
          continuing thereafter for each subsequent calendar quarter in which
          the Participant participates in the Plan, unless changed in accordance
          with the next sentence. Commencing with the first calendar quarter
          that follows the Participant's commencement of participation in the
          Plan and continuing thereafter for each subsequent calendar quarter in
          which the Participant participates in the Plan, no later than the next
          to last business day of the calendar quarter, the Participant may (but
          is not required to) elect, by submitting an Election Form to the
          Committee that is accepted by the Committee, to add or delete one or
          more Measurement Fund(s) to be used to determine the additional
          amounts to be credited to his or her Account Balance, or to change the
          portion of his or her Account Balance allocated to each previously or
          newly elected Measurement Fund. If an election is made in accordance
          with the previous sentence, it shall apply to the next calendar
          quarter and continue thereafter for each subsequent calendar quarter
          in which the Participant participates in the Plan, unless changed in
          accordance with the previous sentence.



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     (b)  PROPORTIONATE ALLOCATION. In making any election described in Section
          3.7(a) above, the Participant shall specify on the Election Form, in
          increments of ten percentage points (10%), the percentage of his or
          her Account Balance to be allocated to a Measurement Fund (as if the
          Participant were making an investment in that Measurement Fund with
          that portion of his or her Account Balance).

     (c)  MEASUREMENT FUNDS. Except as otherwise provided herein, the
          Participant may elect one or more measurement funds, based on certain
          mutual funds selected by the Board from time to time, or Company
          common stock on a limited basis as hereinafter described (the
          "Measurement Funds"), for the purpose of crediting or debiting amounts
          to his or her Account Balance. Notwithstanding the foregoing, Company
          common stock may be used as a Measurement Fund only with respect to
          (1) the deferral of compensation from the Company and not with respect
          to compensation deferred from any other Employer, and (2) Excess
          Matching Contributions attributable to compensation from the Company.

          The manner in which Participants elect their Measurement Funds shall
          be determined in accordance with rules promulgated by the Committee.

          Notwithstanding the foregoing, a Participant who is a non-Employee
          Director must elect Company common stock as Measurement Fund for at
          least 50% (but up to 100%) of his Account Balance until such time as
          the Participant is no longer a Director, or the Plan is amended to
          delete Company common stock as a Measurement Fund (the "Required
          Election"). Company common stock may not be used as a Measurement Fund
          with respect to the deferral of compensation from subsidiaries of the
          Company. Accordingly the use of Company common stock as a Measurement
          Fund may only be elected by or imposed upon Participants who receive
          compensation from the Company and only with respect to the deferral of
          Company compensation. The use of Company common stock as a Measurement
          Fund by eligible Participants shall only apply through the calendar
          year in which a Change in Control occurs. To the extent that the
          Measurement Fund of an eligible Participant consists of Company common
          stock, any cash dividends paid on Company common stock shall be added
          to such Participant's Account Balance and deemed reinvested in Company
          common stock.

          As necessary, the Committee may, in its sole discretion, discontinue,
          substitute or add a Measurement Fund. Each such action will take
          effect as of the first day of the calendar quarter that follows by
          fifteen (15) days the day on which the Committee gives Participants
          advance written notice of such change.

          Upon a Change in Control, the Participants may direct the investment
          of their Account Balance among any investment permitted by the
          Trustee, in such percentages as the Participant may determine.

     (d)  CREDITING OR DEBITING METHOD. The performance of each selected
          Measurement Fund (either positive or negative) will be determined by
          the Committee, in its sole



                                       10
<PAGE>

          discretion, based on the performance of the Measurement Funds
          themselves. A Participant's Account Balance shall be credited or
          debited on a daily basis based on the performance of each Measurement
          Fund selected by the Participant, as determined by the Committee in
          its sole discretion, as though (i) a Participant's Account Balance
          were invested in the Measurement Fund(s) selected by the Participant,
          in the percentages applicable to such calendar quarter, as of the
          close of business on the first business day of such calendar quarter,
          at the closing price on such date; (ii) the portion of the Annual
          Deferral Amount that was actually deferred during any calendar quarter
          were invested in the Measurement Fund(s) selected by the Participant,
          in the percentages applicable to such calendar quarter, no later than
          the close of business on the third business day after the day on which
          such amounts are actually deferred from the Participant's Base Annual
          Salary through reductions in his or her payroll, at the closing price
          on such date; (iii) the Participant's Excess Matching Contribution was
          actually contributed as of the last day of the Plan Year and invested
          in the Measurement Fund(s) selected by the Participant as of that
          date, at the closing price on such date, and (iv) any distribution
          made to a Participant that decreases such Participant's Account
          Balance shall cease being invested in the Measurement Fund(s), in the
          percentages applicable to such calendar quarter, no earlier than three
          business days prior to the distribution, at the closing price on such
          date.

     (e)  NO ACTUAL INVESTMENT. Notwithstanding any other provision of this Plan
          that may be interpreted to the contrary, the Measurement Funds are to
          be used for measurement purposes only, and a Participant's election of
          any such Measurement Fund, the allocation of his or her Account
          Balance thereto, the calculation of additional amounts and the
          crediting or debiting of such amounts to a Participant's Account
          Balance shall not be considered or construed in any manner as an
          actual investment of his or her Account Balance in any such
          Measurement Fund. In the event that the Company or the Trustee (as
          that term is defined in the Trust), in its own discretion, decides to
          invest funds in any or all of the Measurement Funds, no Participant
          shall have any rights in or to such investments themselves. Without
          limiting the foregoing, a Participant's Account Balance shall at all
          times be a bookkeeping entry only and shall not represent any
          investment made on his or her behalf by the Company or the Trust; the
          Participant shall at all times remain an unsecured creditor of the
          Company.

3.8  FICA AND OTHER TAXES. For each Plan Year in which an Annual Deferral Amount
     is being withheld from a Participant, the Participant's Employer(s) shall
     withhold from that portion of the Participant's Base Annual Salary, Annual
     Bonus and Director's Compensation that is not being deferred in a manner
     determined by the Employer(s), the Participant's share of FICA and other
     employment taxes on such Annual Deferral Amount. The Committee may reduce
     the Annual Deferral Amount in order to comply with this Section 3.8 if it
     determines that such action is necessary or appropriate.

3.9  DISTRIBUTIONS. The Participant's Employer(s), or the trustee of the Trust,
     shall withhold from any payments made to a Participant under this Plan all
     federal, state and local income,



                                       11
<PAGE>

     employment and other taxes required to be withheld by the Employer(s), or
     the trustee of the Trust, in connection with such payments, in amounts and
     in a manner to be determined in the sole discretion of the Employer(s) and
     the trustee of the Trust.

                                    ARTICLE 4
   SHORT-TERM PAYOUT; UNFORESEEABLE FINANCIAL EMERGENCIES; WITHDRAWAL ELECTION

4.1  SHORT-TERM PAYOUT. In connection with each election to defer an Annual
     Deferral Amount, a Participant may irrevocably elect to receive a future
     "Short-Term Payout" from the Plan with respect to his Account Balance.
     Subject to the Deduction Limitation, the Short-Term Payout shall be a lump
     sum payment in an amount that is equal to the Participant's Account
     Balance, determined at the time that the Short-Term Payout becomes payable
     (rather than the date of a Termination of Employment). Subject to the
     Deduction Limitation and the other terms and conditions of this Plan, each
     Short-Term Payout elected shall be paid out during a period beginning 1 day
     and ending 60 days after the last day of any Plan Year designated by the
     Participant that is at least five Plan Years after the Plan Year in which
     the Annual Deferral Amount is actually deferred. By way of example, if a
     five year Short-Term Payout is elected for Annual Deferral Amounts that are
     deferred in the Plan Year commencing January 1, 2000, the five year
     Short-Term Payout would become payable during a 60 day period commencing
     January 1, 2006.

4.2  OTHER BENEFITS TAKE PRECEDENCE OVER SHORT-TERM. Should an event occur that
     triggers a benefit under Article 5, 6, 7 or 8, any Annual Deferral Amount,
     plus amounts credited or debited thereon, that is subject to a Short-Term
     Payout election under Section 4.1 shall not be paid in accordance with
     Section 4.1 but shall be paid in accordance with the other applicable
     Article.

4.3  WITHDRAWAL PAYOUT/SUSPENSIONS FOR UNFORESEEABLE FINANCIAL EMERGENCIES. If
     the Participant experiences an Unforeseeable Financial Emergency, the
     Participant may petition the Committee to (i) suspend any deferrals
     required to be made by a Participant and/or (ii) receive a partial or full
     payout from the Plan. The payout shall not exceed the lesser of the
     Participant's Account Balance, calculated as if such Participant were
     receiving a Termination Benefit, or the amount reasonably needed to satisfy
     the Unforeseeable Financial Emergency. If, subject to the sole discretion
     of the Committee, the petition for a suspension and/or payout is approved,
     suspension shall take effect upon the date of approval and any payout shall
     be made within 60 days of the date of approval. Following approval of a
     payout under this Section 4.3, a Participant shall not be permitted to
     resume participation in the Plan for the later of 6 months following such
     withdrawal or the first day of the following Plan Year. If the Participant
     petitions the Committee only to suspend deferrals and the Committee
     approves such suspension, the Participant shall not be permitted to resume
     participation in the Plan until the first day of the following Plan Year.
     The payment of any amount under this Section 4.3 shall be subject to the
     Deduction Limitation.



                                       12
<PAGE>


4.4  WITHDRAWAL ELECTION. A Participant (or, after a Participant's death, his or
     her Beneficiary) may elect, at any time, to withdraw all of his or her
     Account Balance, calculated as if there had occurred a Termination of
     Employment as of the day of the election, less a withdrawal penalty equal
     to 10% of such amount (the net amount shall be referred to as the
     "Withdrawal Amount"). This election can be made at any time, before or
     after Retirement, Disability, death or Termination of Employment and
     whether or not the Participant (or Beneficiary) is in the process of being
     paid pursuant to an installment payment schedule. If made before
     Retirement, Disability or death, a Participant's Withdrawal Amount shall be
     his or her Account Balance calculated as if there had occurred a
     Termination of Employment as of the day of the election. No partial
     withdrawals of the Withdrawal Amount shall be allowed. The Participant (or
     his or her Beneficiary) shall make this election by giving the Committee
     advance written notice of the election in a form determined from time to
     time by the Committee. The Participant (or his or her Beneficiary) shall be
     paid the Withdrawal Amount within 60 days of his or her election. Once the
     Withdrawal Amount is paid, the Participant's participation in the Plan
     shall terminate and the Participant shall not be eligible to participate in
     the Plan in the future. The payment of this Withdrawal Amount shall be
     subject to the Deduction Limitation.

                                    ARTICLE 5
                               RETIREMENT BENEFIT

5.1  RETIREMENT BENEFIT. Subject to the Deduction Limitation, a Participant who
     Retires shall receive as a Retirement Benefit his or her Account Balance.

5.2  PAYMENT OF RETIREMENT BENEFIT. The Committee, in its sole and unrestricted
     discretion, shall determine whether the Participant will receive
     distribution of all amounts payable to him under this paragraph, in a lump
     sum or in installments over a designated period of years not to exceed ten
     (10). The lump sum payment shall be made, or installment payments shall
     commence, no later than 60 days after the date the Participant Retires.
     Also, the Committee, in its sole and unrestricted discretion, but taking
     into account any request made by the Participant, shall determine whether
     the lump sum payment shall be in cash or in kind. Payment shall be made no
     later than 60 days after the date the Participant Retires. Any payment made
     shall be subject to the Deduction Limitation.

5.3  DEATH PRIOR TO ENTIRE PAYMENT OF RETIREMENT BENEFIT. If a Participant dies
     after Retirement but before the Retirement Benefit is paid in full, the
     Participant's unpaid Retirement Benefit payments shall continue and shall
     be paid to the Participant's Beneficiary (i) over the remaining number of
     months and in the same amounts as that benefit would have been paid to the
     Participant had the Participant survived, or (ii) in a lump sum, if
     requested by the Beneficiary and allowed in the sole discretion of the
     Committee, that is equal to the Participant's unpaid remaining Account
     Balance. Payment shall be payable either in cash or in-kind, as determined
     in the sole discretion of the Committee, taking into account any request
     made by the Beneficiary.



                                       13
<PAGE>


                                    ARTICLE 6
                         PRE-RETIREMENT SURVIVOR BENEFIT

6.1  PRE-RETIREMENT SURVIVOR BENEFIT. Subject to the Deduction Limitation, the
     Participant's Beneficiary shall receive a Pre-Retirement Survivor Benefit
     equal to the Participant's Account Balance if the Participant dies before
     he or she Retires, experiences a Termination of Employment or suffers a
     Disability.

6.2  PAYMENT OF PRE-RETIREMENT SURVIVOR BENEFIT. The Committee, in its sole and
     unrestricted discretion, shall determine whether the Participant will
     receive distribution of all amounts payable to him under this paragraph, in
     a cash lump sum or in installments over a designated period of years not to
     exceed ten (10). The lump sum payment shall be made, or installment
     payments shall commence, no later than 60 days after the date the Committee
     is provided with proof that is satisfactory to the Committee of the
     Participant's death. Also, the Committee, in its sole and unrestricted
     discretion, but taking into account any request made by the Beneficiary,
     shall determine whether the lump sum payment shall be in cash or in kind.
     Any payment made shall be subject to the Deduction Limitation.

                                    ARTICLE 7
                               TERMINATION BENEFIT

7.1  TERMINATION BENEFIT. Subject to the Deduction Limitation, the Participant
     shall receive a Termination Benefit, which shall be equal to the
     Participant's Account Balance if a Participant experiences a Termination of
     Employment prior to his or her Retirement, death or Disability.

7.2  PAYMENT OF TERMINATION BENEFIT. The Committee, in its sole and unrestricted
     discretion, shall determine whether the Participant will receive
     distribution of all amounts payable to him under this paragraph, in a lump
     sum or in installments over a designated period of years not to exceed ten
     (10). The lump sum payment shall be made, or installment payments shall
     commence, no later than 60 days after the date the Participant Retires.
     Also, the Committee, in its sole and unrestricted discretion, but taking
     into account any request made by the Participant, shall determine whether
     the lump sum payment shall be in cash or in kind. Payment shall be made no
     later than 60 days after the date of the Participant's Termination of
     Employment. Any payment made shall be subject to the Deduction Limitation.
     Should the Participant die before payment of his entire Termination
     Benefit, Section 5.3 shall apply.



                                       14
<PAGE>

                                    ARTICLE 8
                          DISABILITY WAIVER AND BENEFIT

8.1  DISABILITY WAIVER.

     (a)  WAIVER OF DEFERRAL. A Participant who suffers from a Disability shall
          be excused from fulfilling that portion of the Annual Deferral Amount
          commitment that would otherwise have been withheld from a
          Participant's Base Annual Salary, Annual Bonus, or Director's
          Compensation for the Plan Year during which the Participant first
          suffers a Disability. During the period of Disability, the Participant
          shall not be allowed to make any additional deferral elections, but
          will continue to be considered a Participant for all other purposes of
          this Plan.

     (b)  RETURN TO WORK. If a Participant returns to employment with an
          Employer after a Disability ceases, the Participant may elect to defer
          an Annual Deferral Amount for the Plan Year following his or her
          return to employment or service and for every Plan Year thereafter
          while a Participant in the Plan; provided such deferral elections are
          otherwise allowed and an Election Form is delivered to and accepted by
          the Committee for each such election in accordance with Section 3.3
          above.

8.2  CONTINUED ELIGIBILITY; DISABILITY BENEFIT. A Participant suffering a
     Disability shall, for benefit purposes under this Plan, continue to be
     considered to be employed and shall be eligible for the benefits provided
     in Articles 4, 5, 6 or 7 in accordance with the provisions of those
     Articles. Notwithstanding the above, the Committee shall have the right to,
     in its sole and absolute discretion and for purposes of this Plan only, and
     must in the case of a Participant who is otherwise eligible to Retire, deem
     the Participant to have experienced a Termination of Employment, or in the
     case of a Participant who is eligible to Retire, to have Retired, at any
     time (or in the case of a Participant who is eligible to Retire, as soon as
     practicable) after such Participant is determined to be suffering a
     Disability, in which case the Participant shall receive a Disability
     Benefit equal to his or her Account Balance at the time of the Committee's
     determination; provided, however, that should the Participant otherwise
     have been eligible to Retire, he or she shall be paid in accordance with
     Article 5. The Disability Benefit shall be paid in a lump sum within 60
     days of the Committee's exercise of such right. Any payment made shall be
     subject to the Deduction Limitation.

                                    ARTICLE 9
                             BENEFICIARY DESIGNATION

9.1  BENEFICIARY. Each Participant shall have the right, at any time, to
     designate his or her Beneficiary(ies) (both primary as well as contingent)
     to receive any benefits payable under the Plan to a beneficiary upon the
     death of a Participant. The Beneficiary designated under this Plan may be
     the same as or different from the Beneficiary designated under any other
     plan of an Employer in which the Participant participates.

9.2  BENEFICIARY DESIGNATION: CHANGE; SPOUSAL CONSENT. A Participant shall
     designate his or her Beneficiary by completing and signing the Beneficiary
     Designation Form and returning



                                       15
<PAGE>

     it to the Committee or its designated agent. A Participant shall have the
     right to change a Beneficiary by completing, signing and otherwise
     complying with the terms of the Beneficiary Designation Form and the
     Committee's rules and procedures, as in effect from time to time. If the
     Participant names someone other than his or her spouse as a Beneficiary, a
     spousal consent, in the form designated by the Committee, must be signed by
     that Participant's spouse and returned to the Committee. Upon the
     acceptance by the Committee of a new Beneficiary Designation Form, all
     Beneficiary designations previously filed shall be canceled. The Committee
     shall be entitled to rely on the last Beneficiary Designation Form filed by
     the Participant and accepted by the Committee prior to his or her death.

9.3  ACKNOWLEDGMENT. No designation or change in designation of a Beneficiary
     shall be effective until received and acknowledged in writing by the
     Committee or its designated agent.

9.4  NO BENEFICIARY DESIGNATION. If a Participant fails to designate a
     Beneficiary as provided in Sections 9.1, 9.2 and 9.3 above or, if all
     designated Beneficiaries predecease the Participant or die prior to
     complete distribution of the Participant's benefits, then the Participant's
     designated Beneficiary shall be deemed to be his or her surviving spouse.
     If the Participant has no surviving spouse, the benefits remaining under
     the Plan to be paid to a Beneficiary shall be payable to the executor or
     personal representative of the Participant's estate.

9.5  DOUBT AS TO BENEFICIARY. If the Committee has any doubt as to the proper
     Beneficiary to receive payments pursuant to this Plan, the Committee shall
     have the right, exercisable in its discretion, to cause the Participant's
     Employer to withhold such payments until this matter is resolved to the
     Committee's satisfaction.

9.6  DISCHARGE OF OBLIGATIONS. The payment of benefits under the Plan to a
     Beneficiary shall fully and completely discharge all Employers and the
     Committee from all further obligations under this Plan with respect to the
     Participant, and that Participant's Plan Agreement shall terminate upon
     such full payment of benefits.

                                   ARTICLE 10
                                LEAVE OF ABSENCE

10.1 PAID LEAVE OF ABSENCE. If a Participant is authorized by the Participant's
     Employer for any reason to take a paid leave of absence from the employment
     of the Employer, the Participant shall continue to be considered employed
     by the Employer and the Annual Deferral Amount shall continue to be
     withheld during such paid leave of absence in accordance with Section 3.3.

10.2 UNPAID LEAVE OF ABSENCE. If a Participant is authorized by the Participants
     Employer for any reason to take an unpaid leave of absence from the
     employment of the Employer, the Participant shall continue to be considered
     employed by the Employer and the Participant shall be excused from making
     deferrals until the earlier of the date the leave of absence



                                       16
<PAGE>

     expires or the Participant returns to a paid employment status. Upon such
     expiration or return, deferrals shall resume for the remaining portion of
     the Plan Year in which the expiration or return occurs, based on the
     deferral election, if any, made for that Plan Year. If no election was made
     for that Plan Year, no deferral shall be withheld.

                                   ARTICLE 11
                     TERMINATION, AMENDMENT OR MODIFICATION

11.1 TERMINATION. Although each Employer anticipates that it will continue the
     Plan for an indefinite period of time, there is no guarantee that any
     Employer will continue the Plan or will not terminate the Plan at any time
     in the future. Accordingly, each Employer reserves the right to discontinue
     its sponsorship of the Plan and/or to terminate the Plan at any time with
     respect to any or all of its participating Employees by action of its board
     of directors. Upon the termination of the Plan with respect to any
     Employer, the Plan Agreements of the affected Participants who are employed
     by that Employer shall terminate and their Account Balances, determined as
     if they had experienced a Termination of Employment on the date of Plan
     termination or, if Plan termination occurs after the date upon which a
     Participant was eligible to Retire, then with respect to that Participant
     as if he or she had Retired on the date of Plan termination, shall be paid
     to the Participants as follows: Prior to a Change in Control, if the Plan
     is terminated with respect to all of its Participants, an Employer shall
     have the right, in its sole discretion, and notwithstanding any elections
     made by the Participant, to pay such benefits in a lump sum or pursuant to
     a Monthly Installment Method of up to 10 years, with amounts credited and
     debited during the installment period as provided herein. If the Plan is
     terminated with respect to less than all of its Participants, an Employer
     shall be required to pay such benefits in a lump sum. After a Change in
     Control, the Employer shall be required to pay such benefits in a lump sum.
     The termination of the Plan shall not adversely affect any Participant or
     Beneficiary who has become entitled to the payment of any benefits under
     the Plan as of the date of termination; provided, however, that the
     Employer shall have the right to accelerate installment payments without a
     premium or prepayment penalty by paying the Account Balance in a lump sum
     or pursuant to a Monthly Installment Method using fewer months.

11.2 AMENDMENT. Any Employer may, at any time, amend or modify the Plan in whole
     or in part with respect to that Employer by the action of its board of
     directors; provided, however, that no amendment or modification shall be
     effective to decrease or restrict the value of a Participant's Account
     Balance in existence at the time the amendment or modification is made,
     calculated as if the Participant had experienced a Termination of
     Employment as of the effective date of the amendment or modification or, if
     the amendment or modification occurs after the date upon which the
     Participant was eligible to Retire, the Participant had Retired as of the
     effective date of the amendment or modification. The amendment or
     modification of the Plan shall not affect any Participant or Beneficiary
     who has become entitled to the payment of benefits under the Plan as of the
     date of the amendment or modification; provided, however, that the Employer
     shall have the right to accelerate installment payments by paying the
     Account Balance in a lump sum or pursuant to a Monthly Installment Method
     using fewer months (provided that the present value of all payments that
     will have been received by a Participant at any given point of time under
     the different payment schedule shall equal or exceed the present value of
     all payments that would have been received at that point in time under the
     original payment schedule).



                                       17
<PAGE>

11.3 PLAN AGREEMENT. Despite the provisions of Sections 11.1 and 11.2 above, if
     a Participant's Plan Agreement contains benefits or limitations that are
     not in this Plan document, the Employer may only amend or terminate such
     provisions with the consent of the Participant.

11.4 EFFECT OF PAYMENT. The full payment of the applicable benefit under
     Articles 4, 5, 6, 7 or 8 of the Plan shall completely discharge all
     obligations to a Participant and his or her designated Beneficiaries under
     this Plan and the Participant's Plan Agreement shall terminate.

                                   ARTICLE 12
                                 ADMINISTRATION

12.1 COMMITTEE DUTIES. This Plan shall be administered by a Committee which
     shall consist of the Board, or such committee as the Board shall appoint.
     Members of the Committee may be Participants under this Plan. The Committee
     shall also have the discretion and authority to (i) make, amend, interpret,
     and enforce all appropriate rules and regulations for the administration of
     this Plan and (ii) decide or resolve any and all questions including
     interpretations of this Plan, as may arise in connection with the Plan. Any
     individual on the Committee who is a Participant shall not vote or act on
     any matter relating solely to himself or herself. When making a
     determination or calculation, the Committee shall be entitled to rely on
     information furnished by a Participant or the Company.

12.2 AGENTS. In the administration of this Plan, the Committee may, from time to
     time, employ agents and delegate to them such administrative duties as it
     sees fit (including acting through a duly appointed representative) and may
     from time to time consult with counsel who may be counsel to any Employer.

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

12.4 INDEMNITY OF COMMITTEE. All Employers shall indemnify and hold harmless the
     members of the Committee, and any Employee to whom the duties of the
     Committee may be delegated, against any and all claims, losses, damages,
     expenses or liabilities arising from any action or failure to act with
     respect to this Plan, except in the case of misconduct by the Committee or
     any of its members or any such Employee.

12.5 EMPLOYER INFORMATION. To enable the Committee to perform its functions,
     each Employer shall supply full and timely information to the Committee on
     all relating to the compensation of its Participants, the date and
     circumstances of the Retirement Disability, death or Termination of
     Employment of its Participants, and such other pertinent information as the
     Committee may reasonably require.



                                       18
<PAGE>


                                   ARTICLE 13
                          OTHER BENEFITS AND AGREEMENTS

The benefits provided for a Participant or a Participant's Beneficiary under the
Plan are in addition to any other benefits available to such Participant under
any other plan or program for employees of the Participant's Employer. The Plan
shall supplement and shall not supersede, modify or amend any other such plan or
program except as may otherwise be expressly provided.

                                   ARTICLE 14
                                CLAIMS PROCEDURES

14.1 PRESENTATION OF CLAIM. Any Participant or Beneficiary of a deceased
     Participant (such Participant or Beneficiary being referred to below as a
     "Claimant") may deliver to the Committee a written claim for a
     determination with respect to the amounts distributable to such Claimant
     from the Plan. If such a claim relates to the contents of a notice received
     by the Claimant, the claim must be made within 60 days after such notice
     was received by the Claimant. All other claims must be made within 180 days
     of the date on which the event that caused the claim to anise occurred. The
     claim must state with particularity the determination desired by the
     Claimant.

14.2 NOTIFICATION OF DECISION. The Committee shall consider a Claimants claim
     within a reasonable time, and shall notify the Claimant in writing:

     (a)  that the Claimant's requested determination has been made, and that
          the claim has been allowed in full; or

     (b)  that the Committee has reached a conclusion contrary, in whole or in
          part, to the Claimant's requested determination, and such notice must
          set forth in a manner calculated to be understood by the Claimant:

          (i)  the specific reason(s) for the denial of the claim, or any part
               of it;

          (ii) specific reference(s) to pertinent provisions of the Plan upon
               which such denial was based;

          (iii) a description of any additional material or information
               necessary for the Claimant to perfect the claim, and an
               explanation of why such material or information is necessary; and

          (iv) an explanation of the claim review procedure set forth in Section
               14.3 below.

14.3 REVIEW OF A DENIED CLAIM. With 60 days after receiving a notice from the
     Committee that a claim has been denied, in whole or in part, a Claimant (or
     the Claimant's duly authorized representative) may file with the Committee
     a written request for a review of the denial of the



                                       19
<PAGE>

     claim. Thereafter, but not later than 30 days after the review procedure
     began, the Claimant (or the Claimant's duly authorized representative):

     (a)  may review pertinent documents;

     (b)  may submit written comments or other documents; and/or

     (c)  may request a hearing, which the Committee, in its sole discretion,
          may grant.

14.4 DECISION ON REVIEW. The Committee shall render its decision on review
     promptly, and not later dm 60 days after the filing of a written request
     for review of the denial, unless a hearing is held or other special
     circumstances require additional time, in which case the Committee's
     decision must be rendered within 120 days after such date. Such decision
     must be written in a manner calculated to be understood by the Claimant,
     and it must contain:

     (a)  specific reasons for the decision;

     (b)  specific reference(s) to the pertinent Plan provisions upon which the
          decision was based; and

     (c)  such other matters as the Committee deems relevant.

14.5 LEGAL ACTION. A Claimant's compliance with the foregoing provisions of this
     Article 14 is a mandatory prerequisite to a Claimant's right to commence
     any legal action with respect to any claim for benefits under this Plan.

                                   ARTICLE 15
                                      TRUST


15.1 ESTABLISHMENT OF THE TRUST. The Company shall establish the Trust and each
     Employer shall, at each pay period, transfer over to the Trust such cash as
     the Participant elected to defer under the Plan, or such other amount as it
     determines to be appropriate.

15.2 INTERRELATIONSHIP OF THE PLAN AND THE TRUST. The provisions of the Plan and
     the Plan Agreement shall govern the rights of a Participant to receive
     distributions pursuant to the Plan. The provisions of the Trust shall
     govern the rights of the Employers, Participants and the creditors of the
     Employers to the assets transferred to the Trust. Each Employer shall at
     all times remain liable to carry out its obligations under the Plan.

15.3 DISTRIBUTIONS FROM THE TRUST. Each Employer's obligations under the Plan
     may be satisfied with Trust assets distributed pursuant to the terms of the
     Trust and any such distribution shall reduce the Employer's obligations
     under this Plan.



                                       20
<PAGE>


                                   ARTICLE 16
                                  MISCELLANEOUS

16.1 STATUS OF PLAN. The Plan is intended to be a plan that is not qualified
     within the meaning of Code Section 401(a) and that "is unfunded and is
     maintained by an employer primarily for the purpose of providing deferred
     compensation for a select group of management or highly compensated
     employees" within the meaning of ERISA Sections 201(2), 301(a)(3) and
     401(a)(1). The Plan shall be administered and interpreted to the extent
     possible in a manner consistent with that intent.

16.2 UNSECURED GENERAL CREDITOR. Participants and their Beneficiaries, heirs,
     successors and assigns shall have no legal or equitable rights, interests
     or claims in any property or assets of an Employer. For purposes of the
     payment of benefits under this Plan, any and all of an Employer's assets
     shall be, and remain the general, unpledged and unrestricted assets of the
     Employer. An Employer's obligation under the Plan shall be merely of an
     unfunded and unsecured promise to pay money in the future.

16.3 EMPLOYER'S LIABILITY. An Employer's liability for the payment of benefits
     shall be defined only by the Plan and the Plan Agreement as entered into
     between the Employer and a Participant. An Employer shall have no
     obligation to a Participant under the Plan except as expressly provided in
     the Plan and his or her Plan Agreement.

16.4 NONASSIGNABILITY. Neither a Participant nor any other person shall have any
     right to commute, sell, assign, transfer, pledge, anticipate, mortgage or
     otherwise encumber, transfer, hypothecate, alienate or convey in advance of
     actual receipt, the amounts, if any, payable hereunder, or any part
     thereof, which are, and all rights to which are expressly declared to be,
     unassignable and non-transferable. No part of the amounts payable shall,
     prior to actual payment be subject to seizure, attachment, garnishment or
     sequestration for the payment of any debts, judgments, alimony or separate
     maintenance allowed by a Participant or any other person, be transferable
     by operation of law in the event of a Participant's or any other person's
     bankruptcy or insolvency or be transferable to a spouse as a result of a
     property settlement or otherwise.

16.5 NOT A CONTRACT OF EMPLOYMENT. The terms and conditions of this Plan shall
     not be deemed to constitute a contract of employment between any Employer
     and the Participant. Such employment is hereby acknowledged to be an "at
     will" employment relationship that can be terminated at any time for any
     reason, or no reason, with or without cause, and with or without notice,
     unless expressly provided in a written employment agreement. Nothing in
     this Plan shall be deemed to give a Participant the right to be retained in
     the service of any Employer or to interfere with the right of any Employer
     to discipline or discharge the Participant at any time.

16.6 FURNISHING INFORMATION. A Participant or his or her Beneficiary will
     cooperate with the Committee by furnishing any and all information
     requested by the Committee and take such other actions as may be requested
     in order to facilitate the administration of the Plan and the




                                       21
<PAGE>

     payments of benefits hereunder, including but not limited to, taking such
     physical examinations as the Committee may deem necessary.

16.7 TERMS. Whenever any words are used herein in the masculine, they shall be
     construed as though they were in the feminine in all cases where they would
     so apply; and whenever any words are used herein in the singular or in the
     plural, they shall be co as though they were used in the plural or the
     singular, as the case may be, in all cases where they would so apply.

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

16.9 GOVERNING LAW. Subject to ERISA, the provisions of this Plan shall be
     construed and interpreted according to the internal laws of the State of
     Illinois without regard to its conflicts of laws and principles.

16.10 NOTICE. Any notice or filing required or permitted to be given to the
     Committee under this Plan shall be sufficient if in writing and
     hand-delivered, or sent by registered or certified mail, to the address
     below.

     Chief Financial Officer
     MB Financial, Inc.
     1200 North Ashland Avenue
     Chicago, Illinois 60622-2298

     Such notice shall be deemed given as of the date of delivery or, if
     delivery is made by mail, as of the date shown on the postmark on the
     receipt for registration or certification. Any notice or filing required or
     permitted to be given to a Participant under s Plan shall be sufficient if
     in writing and hand-delivered, or sent by mail, to the last known address
     of the Participant.

16.11 SUCCESSORS. The provisions of this Plan shall bind and inure to the
     benefit of the Participant's Employer and its successors and assigns and
     the Participant and the Participant's designated Beneficiaries.

16.12 SPOUSE'S INTEREST. The interest in the benefits hereunder of a spouse of a
     Participant who has predeceased the Participant shall automatically pass to
     the Participant and shall not be transferable by such spouse in any manner,
     including, but not limited to, such spouse's will, nor shall such interest
     pass under the laws of interstate succession.

16.13 VALIDITY. In case any provision of this Plan shall be illegal or invalid
     for any reason, said illegality or invalidity shall not affect the
     remaining parts hereof, but this Plan shall be constructed and enforced as
     if such illegal or invalid provision had never been inserted herein.

16.14 INCOMPETENT. If the Committee determines in its discretion a benefit under
     this Plan is to be paid to a minor, a person declared incompetent or to a
     person incapable of handling the disposition of that person's property, the
     Committee may direct payment of such benefit to the




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     guardian, legal representative or person having the care and custody of
     such minor, incompetent or incapable person. The Committee may require
     proof of minority, incompetence, incapacity or guardianship, as it may deem
     appropriate prior to distribution of the benefit. Any payment of a benefit
     shall be a payment for the account of the Participant and the Participant's
     Beneficiary, as the case may be, and shall be a complete discharge of any
     liability under the Plan for such payment amount

16.15 COURT ORDER. The Committee is authorized to make any payments directed by
     court order in any action in which the Plan or the Committee has been named
     as a party. In addition, if a court determines that a spouse or former
     spouse of a Participant has an interest in the Participant's benefits under
     the Plan in connection with a property settlement or otherwise, the
     Committee, in its sole discretion shall have the right, notwithstanding any
     election made by a Participant, to immediately distribute the spouse's or
     former spouse's interest in the Participant's benefits under the Plan to
     that spouse or former spouse.

16.16 DISTRIBUTION IN THE EVENT OF TAXATION.

     (a)  IN GENERAL. If, for any reason, all or any portion of a Participant's
          benefits under this Plan becomes taxable to the Participant prior to
          receipt, a Participant may petition the Committee before a Change in
          Control, or the trustee of the Trust after a Change in Control, for a
          distribution of that portion of his or her benefit that has become
          taxable. Upon the grant of such a petition, which grant shall not be
          unreasonably withheld (and, after a Change in Control, shall be
          granted), a Participant's Employer shall distribute to the Participant
          immediately available funds in an amount equal to the taxable portion
          of his or her benefit (which amount shall not exceed a Participant's
          unpaid Account Balance under the Plan). If the petition is granted,
          the tax liability distribution shall be made within 90 days of the
          date when the Participant's petition is granted. Such a distribution
          shall affect and reduce the benefits to be paid under this Plan.

     (b)  TRUST. If the Trust terminates in accordance with Section 3.6(e) of
          the Trust, and benefits are distributed from the Trust to a
          Participant in accordance with that Section, the Participant's
          benefits under this Plan shall be reduced to the extent of such
          distributions.

16.17 INSURANCE. The Employers, on their own behalf or on behalf of the trustee
     of the Trust, and, in their sole discretion, may apply for and procure
     insurance on the life of the Participant, in such amounts and in such forms
     as they may choose. The Employers or the trustee of the Trust, as the case
     may be, shall be the sole owner and beneficiary of any such insurance. The
     Participant shall have no interest whatsoever in any such policy or
     policies, and at the request of the Employers shall submit to medical
     examinations and supply such information and execute such documents as may
     be required by the insurance company or companies to whom the Employers
     have applied for insurance.

16.18 LEGAL FEES TO ENFORCE RIGHTS AFTER CHANGE IN CONTROL. The Company and each
     Employer is aware that upon the occurrence of a Change in Control, the
     Board or the board of directors



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<PAGE>


     of a Participant's Employer (which might then be composed of new members)
     or shareholder of the Company or the Participant's Employer, or of any
     successor corporation, might then cause or attempt to cause the Company,
     the Participant's Employer or such successor to refuse to comply with its
     obligations under the Plan and might cause or attempt to cause the Company
     or the Participant's Employer to institute, or may institute, litigation
     seeking to deny Participants the benefits intended under the Plan. In these
     circumstances, the purpose of the Plan could be frustrated. Accordingly,
     if, following a Change in Control, it should appear to any Participant that
     the Company, the Participant's Employer or any successor corporation has
     failed to comply with any of its obligations under the Plan or any
     agreement thereunder, or, if the Company, such Employer or any other person
     takes any action to declare the Plan void or unenforceable or institutes
     any litigation or other legal action designed to deny, diminish or to
     recover from any participant the benefits intended to be provided, then the
     Company and the Participant's Employer irrevocably authorize such
     Participant to retain counsel of his or her choice at the expense of the
     Company and the Participant's Employer (who shall be jointly and severally
     liable) to represent such Participant in connection with the initiation or
     defense of any litigation or other legal action, whether by or against the
     Company, the Participant's Employer or any director, officer, shareholder
     or other person affiliated with the Company, the Participant's Employer or
     any successor thereto in any jurisdiction.

     IN WITNESS WHEREOF, the Company has signed this Plan document as of
_____________________________, 2000, but effective for all purposes as of
January 1, 2000.


                                       MB FINANCIAL, INC.,
                                       a Delaware Corporation



                                       By: _________________________________

                                       Title: ______________________________



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