GRAND PREMIER FINANCIAL, INC. 
     DEFERRED COMPENSATION PLAN 
 
     (As Amended and Restated Effective January 1, 1997) 
 
 
 
 
 
 
 
     CERTIFICATE 
 
 
 
 
 
          I,                                  , Secretary of
Grand Premier Financial, Inc., hereby certify that the attached
document is a correct copy of Grand Premier Financial, Inc.
Deferred Compensation Plan, as amended and restated effective
January 1, 1997. 
 
          Dated this         day of December, 1996. 
 
 
 
                                                                  
  
     As Secretary as Aforesaid            
 
     (Seal)                          
 
 

     GRAND PREMIER FINANCIAL, INC. DEFERRED COMPENSATION PLAN 
     (As Amended and Restated Effective January 1, 1997) 
 
      Premier Financial Services, Inc. ( Premier ) established
the Premier Financial Services, Inc. Senior Leadership and
Directors Deferred Compensation Plan (the  Premier Plan )
effective August 1, 1994, for the  eligible highly compensated  
employees  and members of the Board of Directors of Premier. 
Northern Illinois Financial Corporation ( NIFCO ) established the
NIFCO Execuflex Plan (the  NIFCO Plan ) effective July 1, 1991,
for a select group of management employees and members of the
Board of Directors of NIFCO.   
 
     Pursuant to the merger of NIFCO into Premier to form Grand
Premier Financial, Inc. (the Company), the NIFCO Plan was merged
into the Premier Plan, and the Premier Plan was amended and
restated, and renamed as this Grand Premier Financial, Inc.
Deferred Compensation Plan, as amended and restated effective
January 1, 1997 (the  Plan ).  
 
     The purpose of the Plan is to permit Eligible Employees and
Directors of the Company to contribute a portion of their
Compensation on a pre-tax basis toward retirement benefits,
enhance the overall effectiveness of the Company s executive
compensation program and to attract, retain and motivate such
individuals. 
 
 
     ARTICLE I 
     DEFINITIONS 
 
     Wherever used herein the following terms shall have the
meanings hereinafter set forth: 
 
     1.1. "Account" or "Accounts" means the account or accounts
maintained under the Plan by the Company in the Participant's
name, including the Participant's Employer Contribution Account
and Compensation Deferral Account, and the Sub-Accounts listed in
Section 4.1 of the Plan. 
 
     1.2   Beneficiary  means the person, persons, trust or other
entity that a Participant designates by written, revocable
designation filed with the Company to receive payments in the
event of the Participant s death.  If a Participant has not
designated a Beneficiary under the Plan, or if no designated
Beneficiary is living on the date of distribution hereunder,
amounts distributable pursuant to the Plan shall be distributed
to those persons or entities entitled to receive distributions of
the Participant's accounts under the Qualified Savings Plan. 
 
     1.3. "Board" means the Board of Directors of the Company. 
 
     1.4. "Bonus" means the additional cash remuneration payable
to a Participant annually pursuant to an Employer's performance
compensation program or any other plan, program or arrangement
under which an Employer pays an amount of cash remuneration to a
Participant above such Participant's Base Salary. 
 
     1.5. "Code" means the Internal Revenue Code of 1986, as
amended from time to time, and any regulations relating thereto. 
 
     1.6. "Company" means Grand Premier Financial, Inc., a
Delaware corporation, or, to the extent provided in Section  8.8 
below, any successor corporation or other entity resulting from a
merger or consolidation into or with the Company or a transfer or
sale of substantially all of the assets of the Company.   
 
     1.7. "Company Stock" means the common stock of the Company. 
 
     1.8. "Compensation" means a Participant's Salary, Bonus or
Director's Fees payable in any calendar year.  Compensation
deferrals elected under this Plan shall not affect the
determination of compensation or earnings for purposes of any
other plan, policy or program (including, but not limited to, the
Qualified Savings Plan and any other non-qualified plan)
maintained by an Employer. 
 
     1.9. "Compensation Deferral Account" means the account or
accounts maintained under the Plan by the Company in the
Participant's name to which the Participant's Compensation
Deferral Contributions are credited in accordance with the Plan. 
A Participant shall be fully vested in the amount in his
Compensation Deferral Account at all times. 
 
     1.10.     "Compensation Deferral Contribution" means the
amount of Compensation a Participant elects to defer under
Section 2.1 of the Plan. 
 
     1.11.     "Director" means an individual who is a member of
the Board. 
 
     1.12.     "Director's Fees" means the annual and periodic
fees paid to the Director by the Company for service on the
Board. 
 
     1.13.     "Disability" means a Participant is permanently
and totally disabled as determined in the sole discretion of the
Company. 
 
     1.14.     "Eligible Employee" means each employee of an
Employer who is designated as eligible to participate in this
Plan by the Chief Executive Officer of the Company and approved
by the Board. 
 
     1.15.     "Employer" means the Company and any Affiliated
Company that adopts the Plan with the Company's consent. 
"Affiliated Company" means a business entity that is a member of
a controlled group of corporations (as such term is defined in
the Code) that includes the Company.  An Affiliated Company may
adopt the Plan on behalf of its Eligible Employees, by resolution
of its Board of Directors, approved in writing by the Company. 
 
     1.16.     "Employer Contribution Account" means the account
or accounts maintained under the Plan by the Company in the
Participant's name to which Employer Matching Contributions are
credited in accordance with the Plan. 
 
     1.17.     "Employer Matching Contribution" means the
contribution made by each Employer under the Plan based on a
Participant's Compensation Deferral Contributions, according to
Section 2.2 of the Plan. 
 
     1.18.     "Employment Termination" means the date of (i) an
Eligible Employee's termination of employment with the Employer;
or (ii) a Director's termination of service on the Board, and
shall include such termination for any reason, unless expressly
indicated otherwise. 
 
     1.19.     "Investment Fund" or  Fund  means the investments
described in Section 4.3 which serve as a means to measure value
increases or decreases with respect to a Participant s Accounts. 

 
     1.20.     "Participant" means any (i) Eligible Employee or
(ii) Director, who has completed the election and enrollment
forms provided by the Company.  A Participant who is removed from
status as an Eligible Employee by the Chief Executive Officer
will continue as a Participant as to his existing Accounts, but
shall not be eligible to make further Compensation Deferral
Contributions or receive Employer Matching Contributions.  Each
individual who was a participant in the NIFCO Plan or the Premier
Plan on December 31, 1996, shall continue as a Participant in
this Plan on and after that date, subject to the terms and
provisions of this Plan. 
 
     1.21.     "Plan" means the Grand Premier Financial, Inc.
Deferred Compensation Plan, as amended and restated effective
January 1, 1997, as set forth herein and as hereinafter amended
from time to time. 
 
     1.22.     "Plan Year" means the calendar year, which is the
Company's fiscal year. 
 
     1.23.     "Qualified Savings Plan" means the Grand Premier
Financial, Inc.  Savings  and Stock Plan and Trust, as amended
from time to time, and each successor or replacement plan. 
 
     1.24.     "Retirement Date" means the first day of the
calendar month coincident with or next following the date on
which a Participant has: (i) attained age 55 years and completed
at least 10 Years of Service; or (ii) attained age 60 years. 
 
     1.25.     "Salary" means a Participant's annual base salary
rate for the Plan Year, as specified by an Employer prior to each
Plan Year, but including a Participant's variable compensation. 
 
     1.26.     "Trust" means the trust agreement entered into by
the Company under which the Employers agree to contribute to a
Trust for the purpose of accumulating assets to assist the
Employers in fulfilling their obligations to Participants
hereunder.  Such Trust Agreement shall be substantially in the
form of the model trust agreement set forth in Internal Revenue
Service Revenue Procedure 92-64, or any subsequent Internal
Revenue Service Revenue Procedure, and shall include provisions
required in such model trust agreement that all assets of the
Trust shall be subject to the creditors of the Employers in the
event of insolvency. 
 
     1.27.     "Years of Service" means the number of consecutive
12-month periods of the Participant's employment with an Employer
(including years of employment prior to the date on which an
Employer became an Affiliated Company).  No credit shall be given
for partial years of employment or periods of employment
preceding an Employment Termination and return to work.  Each
Participant in the Plan who was an employee of NIFCO or a
participant in the NIFCO Plan as of the date of the merger of
NIFCO into Premier, shall be credited with Years of Service under
this Plan for comparable periods of employment with NIFCO. 
 
     1.28.     Words in the masculine gender shall include the
feminine and the singular shall include the plural, and vice
versa, unless qualified by the context.  Any headings used herein
are included for ease of reference only and are not to be
construed so as to alter the terms hereof. 
 
 
     ARTICLE II 
     COMPENSATION DEFERRAL CONTRIBUTIONS 
     EMPLOYER MATCHING CONTRIBUTIONS 
 
     2.1. Compensation Deferral Elections.  Any Eligible Employee
or Director may elect to become a Participant under the Plan by
completing the election form provided by the Company.  A
Participant may elect to defer annually the receipt of a portion
of the Compensation otherwise payable to him by an Employer in
any Plan Year.  The amount of Compensation deferred by a
Participant shall be a fixed amount or percentage of such
Compensation, but shall not exceed: (i) fifty percent (50%) of
such Participant's Base Salary; (ii) one hundred percent (100%)
of such Participant's Annual Bonus; (iii) and one hundred percent
(100%) of such Participant's Director's Fees. 
 
     The election by which a Participant elects to defer
compensation as provided in this Plan shall be in writing, signed
by the Participant, and delivered to the Company prior to January
1 of the Plan Year in which the Compensation to be deferred is
otherwise payable to the Participant; except that, in the year in
which a Participant first becomes eligible to participate in the
Plan, such Participant may make an election to defer Compensation
for services to be performed within 30 days after the date the
Participant becomes eligible. 
 
     Notwithstanding the foregoing, a Participant may not make
contributions to this Plan during any period for which
contributions must be suspended in accordance with regulation
section 1.401(k)-1(d)(2)(iii)(B)(3) of the Code, as a condition
of the Participant s receipt of a hardship withdrawal from the
Qualified Savings Plan. 
 
     Any deferral election made by the Participant shall be
irrevocable with respect to the Compensation covered by such
election. 
 
     2.2. Employer Matching Contributions.  Each Employer shall
make a matching contribution on behalf of Participants in its
employ who have elected to make Compensation Deferral
Contributions.  The Company shall make a matching contribution on
behalf of Participants who are Directors and who elect to make
Compensation Deferral Contributions.  The amount of Employer
Matching Contribution made on behalf of each Participant shall
equal twenty-five percent (25%) of such Participant's
Compensation Deferral Contributions made under this Plan. 
Employer Matching Contributions required under this Section shall
be made at least quarterly. 
 
     2.3. Cessation of Deferrals.  All Compensation Deferral
Contributions and Employer Matching Contributions shall cease
upon a Participant's Employment Termination. 
 
     2.4. Cessation of Participation.  If the U.S. Department of
Labor (the  DOL ) issues regulations or any other official notice
specifically defining the group of employees that may participate
in a plan of this type and any active Participants do not meet
the criteria set forth in such regulations or notice, such
Participants shall become inactive Participants as of the later
of the (i) effective date, or (ii) publication date, of such
regulations or notice, provided that such regulations or notice
include a grandfather provision for such Participants with
respect to their Account balances on such date.  If such a
grandfather provision is not provided, the Accounts of such
Participants shall be immediately distributed in accordance with
Section 5.1(a). 
 
 
     ARTICLE III 
     VESTING OF PARTICIPANTS' ACCOUNTS 
 
     3.1. Vesting of Participants' Accounts.  A Participant shall
be fully vested in the amount in his Compensation Deferral
Account at all times.  A Participant shall be vested in his
Employer Matching Contributions Account at a rate of twenty
percent (20%) per Year of Service, beginning at the end of a
Participant s second Year of Service with an Employer, as
illustrated by the following schedule: 
 
 
 
          Years of Service             Vested Percentage
          Less than 2 years                    0%
          2 full years                        20%
          3 full years                        40%
          4 full years                        60%
          5 full years                        80%
          6 or more full years               100%
 
 
     Notwithstanding the foregoing, a Participant shall be fully
vested in his Employer Matching Contribution Account upon: (i) 
the date of the Participant's Employment Termination on account
of death or Disability; or (iii) the Participant's Retirement
Date. 
 
     A Participant whose Employment Termination occurs prior to
his Retirement Date and for a reason other than death or
Disability, shall forfeit the portion of his Employer Matching
Contribution Account that is not vested.  A Participant covered
by Section 3.2 below shall forfeit the full amount of his
Employer Matching Contribution Account. 
 
     3.2. Forfeiture Due to Competition or Confidentiality
Breach.  A Participant may not, except with the express prior
written consent of the Company, for a period of two (2) years
after the Participant's Employment Termination (the "Restrictive
Period"), directly or indirectly compete with the business of the
Employers, including, but not by way of limitation, by directly
or indirectly owning, managing, operating, controlling,
financing, or by directly or indirectly serving as an employee,
officer or director of or consultant to, or by soliciting or
inducing, or attempting to solicit or induce, any employee or
agent of an Employer to terminate employment with the Employer,
and become employed by any person, firm, partnership,
corporation, trust or other entity which owns or operates, a
bank, savings and loan association, credit union or similar
financial institution (a "Financial Institution") within a
twenty-five (25) mile radius of (i) an Employer's main office or
(ii) the office of any Employer's Affiliated Companies (the
"Restrictive Covenant").  The foregoing Restrictive Covenant
shall not prohibit a Participant from owning directly or
indirectly capital stock or similar securities which are listed
on a securities exchange or quoted on the National Association of
Securities Dealers Automated Quotation System which do not
represent more than one percent (1%) of the outstanding capital
stock of any Financial Institution. 
 
     At all times during and after employment with an Employer or
service on the Board, a Participant shall keep secret and
inviolate all knowledge or information of a confidential nature
relating to the business and financial affairs of the Employers,
including, without limitation, all unpublished matters relating
to the business, properties, accounts, books, records, customers,
trade secrets and contracts of the Employers (the
"Confidentiality Clause"). 
 
     If a Participant violates the Restrictive Covenant or the
Confidentiality Clause all amounts in the Participant's Employer
Contribution Accounts shall be forfeited; except that this
Section 3.2 shall become ineffective upon a Change in Control of
the Company, with respect to Participants  Accounts as of the
Change in Control. 
 
     3.3. Full Vesting Upon Change in Control.  A Participant
shall become fully vested in all Employer Matching Contributions
made on his behalf in any Plan Year upon the occurrence of a
Change in Control of the Company.  For purposes of this Plan, a
"Change in Control" of the Company shall be deemed to have
occurred if: 
 
          (a)  any "person" or "group" (as such terms are used in
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act") is or becomes the "beneficial
owner" (as defined in Rule 13d-3 under the Exchange Act, except
that a person shall be deemed to be the "beneficial owner" of all
shares that any such person has the right to acquire pursuant to
any agreement or arrangement or upon exercise of conversion
rights, warrants, options or otherwise, without regard to the
sixty day period referred to in such Rule), directly or
indirectly, of securities representing 25% or more of the
combined voting power of the Company's then outstanding
securities; provided, however, that the following acquisitions
shall not constitute a Change in Control: (i) any acquisition
directly from the Company; (ii) any acquisition by the Company;
or (iii) any acquisition by any employee benefit plan (or related
trust) sponsored or maintained by the Company; or  
 
          (b)  at any time during any period of two consecutive
years (not including any period prior to January 1,  1997) 
individuals who at the beginning of such period constituted the
Board (the "Incumbent Board") cease for any reason to constitute
at least a majority of the Board; provided, however, that any
individual becoming a director subsequent to such date whose
election, or nomination for election by the Company's
shareholders, was approved by a vote of at least a majority of
the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the
Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a result
of either an actual or threatened election contest (as such terms
are used in Rule 14a-11 or Regulation 14A promulgated under the
Exchange Act) or other actual or threatened solicitation of
proxies or consents by or on behalf of a person other than the
Board. 
 
 
     ARTICLE IV 
     PARTICIPANTS' SUB-ACCOUNTS 
 
     4.1. Establishment of Sub-Accounts.  The following
Sub-Accounts may  be established with respect to each
Participant: 
 
          (a)  Retirement Sub-Account, 
 
          (b)  Education Sub-Account, 
 
          (c)  Fixed Period Sub-Account, and 
 
          (d)  Preretirement Survivor Income Sub-Account. 
 
     4.2. Benefit Allocation Election.  Each Participant shall
elect in writing the form and timing of the distribution of his
Accounts, at the time the Participant elects Compensation
Deferral Contributions under Section 2.1 above, by specifying the
allocation of Contributions among his Sub- Accounts.  A
Participant s Compensation Deferral Contributions from Bonus, and
his Employer Matching Contributions, may only be allocated to
Sub-Accounts specified in Sections 4.1(a) through (c).  A
Participant may not modify, alter, amend or revoke his allocation
for a Plan Year after such Plan Year begins.  The Company may
establish uniform rules that limit a Participant s eligibility to
allocate contributions to any Sub-Account based on such other
factors the Company deems appropriate. 
 
     If a Participant allocates a portion of his anticipated
contributions to his Education Sub- Account, the Participant may
further allocate among subaccounts on behalf of any of the
Participant s dependent children.  Any such allocation election
shall apply uniformly to each subaccount. 
 
     4.3. Investment of Participants' Accounts.  Participants'
Compensation Deferral Contributions and Employer Matching
Contributions may be contributed by the Employers to, and held
and invested under, the Trust.    A Participant may direct by
written instruction delivered to the Company that his Accounts
and Sub-Accounts be valued as if they were invested, in multiples
of five percent (5%), in Company Stock or one or more of the
Investment Funds designated by the Company for such purpose.  A
Participant may make a separate selection with respect to each
Sub-Account.  Such election, which must be in writing, shall be
effective as soon as administratively possible following timely
delivery to the Company and shall apply to new Contributions and
previous accumulations as the Participant specifies.  If any
Participant fails to file a selection the Participant shall be
deemed to have selected the most conservative fund (e.g. fixed
income or money market fund). 
 
          (a)  The selection of the Investment Funds that will be
in effect for a Plan Year, in addition to Company Stock, shall be
elected by the Company and announced to the Participants prior to
the beginning of such Plan Year.  The Company may from time to
time change the Investment Funds, provided such change is
evidenced by a written resolution executed by the Company and the
Participants are given timely notice of such change. 
 
          (b)  The valuation of Participants  Accounts shall
reflect the net asset value expressed per share of the designated
Investment Fund(s).  The fair market value of an Investment Fund
shall be determined by the Company.  It shall represent the fair
market value of all securities or other property held for the
respective Fund, plus cash and accrued earnings, less accrued
expenses and proper charges against the Fund.  The Company shall
provide each Participant with a written statement of his Accounts
at least annually. 
 
          (c)  All Compensation Deferral and Employer Matching
Contributions shall be credited to a Participant's Accounts and
invested as soon as practicable following the date such
contributions are received by the trustee, allowing for such
factors as the availability of an investment fund as of the time
of the contribution and the availability of shares of Company
Stock for purchase by the trustee.  Any amount in a Participant's
Account that is forfeited according to Sections 3.1, 3.2, 5.5 or
5.6 shall be applied toward Employer Matching Contributions
required for that month under Section 2.2. 
 
          (d)  The trustee under the Trust shall purchase shares
of Company Stock in the market on or as soon as practicable after
the date it receives any Participants' Compensation Deferral
Contributions or Employer Matching Contributions that are to be
invested in Company Stock, allowing for such factors as the
availability of shares of Company Stock for purchase by the
trustee.  Dividends on shares of Company Stock held in
Participants' Accounts shall be credited to such Accounts.  Cash
dividends shall be reinvested in Company Stock as soon as
practicable.  Notwithstanding the provisions of this Article IV,
investments in Company Stock shall not be available, either as to
new Contributions and existing aggregate Account balances, until
such time as a Registration Statement is filed with the U.S.
Securities Exchange Commission registering the offer and sale of
additional shares of Company Stock under the Plan.  If a
Participant s Employment Termination occurs at a time when all or
a portion of his Accounts are invested in Company Stock, that
portion of the  Participant's Accounts may be distributed in cash
or Company Stock, in the discretion of the Company.  
 
     4.4. Special Rules for Preretirement Survivor Income
Sub-Account.  Each Participant s Preretirement Survivor Income
Sub-Accounts, shall be valued as if utilized to provide benefits
by purchase of an appropriate insurance policy designated by the
Company. 
 
          (a)  While a Participant is an employee of the
Employer, this Sub-Account shall be immediately debited with that
portion of the Contributions made by him or on his behalf as is
necessary to provide the benefits the Participant selected
pursuant to Section 4.2. 
 
          (b)  If the amount a Participant allocates to such a
Sub-Account exceeds the amount necessary to provide currently
elected benefits, then the excess portion of such Sub- Account
shall be valued as if it were invested in a manner designated by
the Company from time to time.  If a Participant terminates
employment for any reason, including death, any amounts
accumulated in excess of that allocated to the provision of
benefits shall be distributed as if accumulated in Participant s
Retirement Sub-Account. 
 
          (c)  The required allocation for each such Sub-Account
shall be determined by the Company in a uniform manner.  The
amounts required are subject to change at the Company s
discretion at any time. 
 
     4.5.  New Elections Under Merged Plan.   Prior to 1997, each
Participant in the Premier  Plan and the NIFCO Plan  had elected
in writing the form and timing of the distribution of his
Accounts, at the time the Participant elected Compensation
Deferral  Contributions.   In connection with the merger of the
NIFCO Plan into the Premier Plan and the amendment and
restatement of the Premier Plan in the form of this Plan, each
Participant in the Premier  Plan and the NIFCO Plan  shall make a
special benefit allocation election under this Article IV prior
to January 1, 1997, with respect to his Accounts in the Premier 
Plan and the NIFCO Plan  as of December 31, 1996. 
 
 
     ARTICLE V 
     DISTRIBUTION OF PARTICIPANTS' ACCOUNTS 
 
     5.1. Distribution of Participant s Retirement Sub-Account. 
Upon a Participant s Employment Termination for any reason,
including death, the vested portion of the Participant's
Retirement Sub-Account shall be distributed to the Participant at
the time and in the form described below.  If the Participant is
deceased, the benefit shall be paid to his Beneficiary. 
 
          (a)  All benefits payable under the Plan shall commence
as soon as administratively practicable following the date on
which the Participant s Employment Termination occurs. 
Notwithstanding the foregoing, if an individual ceases to be a
Participant in accordance with Section 2.4 and the circumstances
described in the last sentence of such Section apply, the total
value of his Retirement Sub-Account shall be distributed as soon
as administratively practicable following the later of the
effective date or publication date of the DOL regulations or
notice. 
 
          (b)  Distribution of a Participant s Retirement
Sub-Account shall be in one of the following forms at the
Participant s election, subject to the rules set forth in (d)
below: 
 
               (i)  A single lump sum. 
 
               (ii) Substantially equal annual installments over
a period of not less than 2 nor more than 10 full years. 
 
     Notwithstanding any provision to the contrary, if the
Participant s Retirement Sub-Account has a value less than
$10,000 at the time benefits are to commence, then the
Participant s benefit shall be paid as a lump sum as soon as
administratively feasible following the Participant s Employment
Termination. 
 
          (c)  In the event that the Participant elects to have
his benefits distributed in a lump sum, the Participant shall
receive a single lump sum equal to the total vested value of his
Retirement Sub-Account determined as of the date such benefits
are processed for payment.  In the event that the Participant
elects to have his benefits distributed in installments: 
 
               (i)  the amount of the first payment shall be
determined by multiplying the vested value of the Participant s
Retirement Sub-Account as of  the date such benefits are
processed for payment by a fraction, the denominator of which
equals the number of years over which the benefits are paid, and
the numerator of which is one. 
 
               (ii) the amounts of the payments for each
succeeding year shall be determined by multiplying the vested
value of the Participant s Account as of the applicable
anniversary of his first payment date by a fraction, the
denominator of which equals the number of remaining years over
which the benefits are to be paid, and the numerator of which is
one. 
 
          (d)  A Participant shall elect the form in which his
benefits are payable in accordance with Section 5.1(b).  Separate
elections may be made with respect to the form in which benefits
shall be distributed upon the occurrence of the following events:

 
               (i)  voluntary termination, including Retirement; 
 
               (ii) involuntary termination, excluding Disability
and death; 
 
               (iii)     Disability; and 
 
               (iv) death. 
 
     Such elections must be made when the Participant makes his
initial election to participate in the Plan in accordance with
Article II.  Any election made pursuant to this Section shall be
made on forms and in the manner prescribed by the Company and
shall be irrevocable, except as provided in Section 5.5 below. 
 
     5.2. Distribution of Participant s Education Sub-Account. 
If a Participant remains continuously employed by an Employer
until the first day of the calendar year in which an eligible
dependent of the Participant attains age 18, the Plan shall pay
to the Participant a benefit during that year and each of the
next three calendar years determined as follows: 
 
                                               Percentage of 
          Calendar Year                 Dependent s Subaccount 
               1                                   25% 
               2                               33-1/3% 
               3                                   50% 
               4                                  100% 
 
On or after the first day of each calendar year in which a
benefit is to be paid to him under this Section, the Participant
may specify the date in such year (but in no event later than
September 1 of the year) as of which the benefit is to be paid,
to the extent administratively practical.  A Participant may
establish subaccounts under his Education Sub-Account, with
separate payments for each eligible dependent.  A Participant may
have a maximum of five subaccounts at any time. 
 
          (a)  If a Participant still has a balance in his
Education Sub-Account upon his Employment Termination for any
reason, the vested portion of the balance shall be transferred to
his Retirement Sub-Account and distributed in accordance with
Section 5.1. Notwithstanding the preceding sentence, a
Participant who still has a balance in his Education Sub-Account
upon his Employment Termination may elect to have such Sub-
Account paid in the manner described in the body of this Section
5.2, provided he files a written notification of such election
with the Company at least one full calendar year prior to such
Employment Termination. 
 
          (b)  Notwithstanding any provision to the contrary, if
on the  January  1 of the calendar year in which an eligible
dependent of a Participant attains age 18 the eligible dependent
s subaccount has a balance of less than $1,000, then the balance
shall be paid to the Participant in one lump sum. 
 
          (c)  If any portion of an Education Sub-Account is not
vested on the date such portion is to be paid, distribution will
be postponed until the  January  1 following the date it is
vested. 
 
     5.3. Distribution of Participant s Fixed Period Sub-Account. 
A benefit equal to the lump sum value of the vested portion of a
Participant s Fixed Period Sub-Account shall be paid to him as
soon as administratively practicable after  the date specified by
the Participant   in  the payment year specified by the
Participant (which shall be at least 4 years from the date of
initial deferral to such Fixed Period Sub-Account).   On or after
the first day of any calendar year in which a benefit is to be
paid to him under this Section, the Participant may specify the
date in such year (but in no event later than September 1 of the
year).   Nonvested amounts will be paid as soon as
administratively practicable after April 1 following the year the
Participant becomes vested.  A Participant may establish
subaccounts under his Fixed Period Sub-Account, with separate
payment years for each.  A Participant may have a maximum of five
subaccounts at any time.  If a Participant incurs an Employment
Termination (for any reason) and the Participant has a balance in
his Fixed Period Sub- Account, the vested portion of his balance
shall be transferred to his Retirement Sub-Account and be
distributed in accordance with Section 5.1; provided that, a
Participant who still has a balance in his Fixed Period
Sub-Account upon his Employment Termination may elect to have
such balance paid in accordance with his original election,
provided the Participant files a written notification of such
election with the Company at least one full calendar year prior
to such Employment Termination. 
 
     5.4. Distribution of Participant s Preretirement Survivor
Income Sub-Account.  If a Participant dies while an active
employee of an Employer, the Participant s Beneficiary shall be
paid a benefit in equal monthly installments, commencing the
first day of the first month following the date of the
Participant s death, and continuing uninterrupted throughout a
payout as selected by the Participant at the time he establishes
his Preretirement Survivor Income Sub-Account.  The amount of
supplemental benefit payable hereunder shall be determined in
accordance with Section 4.2 within administrative guidelines
established by the Company. 
 
          (a)  A benefit shall be payable under this Section 5.4
only if a Participant dies in a Plan Year for which he has
allocated a portion of Contributions to the Preretirement
Survivor Income Sub-Account. 
 
          (b)  All rights of a Participant under this Section 5.4
shall terminate on the date he terminates employment. 
 
          (c)  In the event a Participant s death occurs as a
result of suicide prior to completing twenty-five (25) months of
continuous allocation to his Preretirement Survivor Income
Sub-Account, then the Company may elect to reduce the benefits
payable under this Section to an amount equal to the aggregate
contributions allocated to the Participant s Preretirement
Survivor Income Sub-Account.  For the purpose of the preceding
sentence, an election to increase the Participant s annual
benefit or to lengthen the payout period shall be considered a
new benefit election, and the first month of the Plan Year in
which the enhanced benefits become effective shall be treated as
the first month of a separate twenty-five (25) month period with
respect to such enhanced benefits. 
 
     5.5. Change in Distribution Election.  The Company may
permit a Participant to change his election as to the form,
period or commencement of distribution of his Accounts.  A
Participant may request such change by writing filed with the
Company.  In the event a Participant changes his election as to
form, period or commencement of distribution within 12 months
prior to his Retirement Date or other Employment Termination for
a reason other than death, Disability or involuntary termination,
the amount distributable from such Participant's Accounts will be
reduced by 10 percent.  This reduction will be forfeited.  This
reduction is intended to discourage Participants from changing
their elections as to distribution and prevent Participants from
being deemed in constructive receipt of their Accounts upon their
Employment Termination. 
 
     5.6. Unscheduled Withdrawal Right.  A Participant may
request an unscheduled withdrawal of all or any portion of the
his Accounts (to the extent vested) before or after his
Employment Termination by written notice to the Company; provided
that, the amount distributable from such Participant's Accounts
will be reduced by 10 percent.  This reduction will be forfeited. 
If a Participant elects an unscheduled withdrawal under this
Section prior to Employment Termination, the Participant would
not be permitted to elect Compensation Deferral Contributions for
a period of thirty-six months following the date of such
withdrawal.  This reduction and ineligibility period is intended
to discourage Participants from requesting withdrawals (other
than on account of an unforeseeable emergency) and prevent
Participants from being deemed in constructive receipt of their
Accounts. 
 
     5.7. Hardship Distribution.  A Participant may request, by
writing filed with the Company, that a distribution be made to
him of all or part of the amount then credited to his Accounts
(to the extent vested) on account of a severe financial hardship. 
The Company will approve such a distribution to the Participant
only in the event of an unforeseeable emergency.  An
"unforeseeable emergency" is an unanticipated emergency that is
caused by an event beyond the control of the Participant and that
would result in severe financial hardship to such Participant if
early withdrawal were not permitted.  An unforeseeable emergency
that results in severe financial hardship is an unexpected
illness or accident of the Participant or a dependent, loss of a
Participant's property due to casualty, or other similar,
extraordinary, unforeseeable circumstances beyond the control of
the Participant.  The severe financial hardship may not be
relieved by an early distribution under this Plan to the extent
it might otherwise be relieved through reimbursement or
compensation by insurance or otherwise, by liquidation of a
Participant's assets, or by cessation of Compensation deferrals
under the Plan.  Any hardship distribution under this Section
will be limited to the amount necessary to meet the emergency.  
 
     5.8. Limitation on Distribution.  Notwithstanding the
foregoing provisions of the Plan relating to distribution of
Participant's Accounts, if distribution of a Participant's
Accounts in any calendar year would not be deductible by an
Employer because of the limitations of Code Section 162(m), such
distribution shall be postponed in whole or in part, in the sole
discretion of the Company, until the first calendar year in which
such distribution would not be limited as to deductibility by
Code Section 162(m). 
  
 
 
     ARTICLE VI 
     ADMINISTRATION OF THE PLAN 
 
     6.1. Administration by the Company.  The Company shall be
responsible for the general operation and administration of the
Plan and for carrying out the provisions thereof. 
 
     6.2. Powers and Duties of Company.  The Company shall
administer the Plan in accordance with its terms and shall have
all powers necessary to carry out the provisions of the Plan. 
The Company shall interpret the Plan and shall determine all
questions arising in the administration, interpretation, and
application of the Plan, including but not limited to, questions
of eligibility and the status and rights of employees,
Participants and other persons.  Any such determination by the
Company shall be conclusive and binding on all persons.  The
regularly kept records of the Company shall be conclusive and
binding upon all persons with respect to a Participant's date and
length of employment, Years of Service, time and amount of
Compensation and the manner of payment thereof, type and length
of any absence from work and all other matters contained therein
relating to Participants.  To the extent not inconsistent with
this Plan, all terms and provisions set forth in the Qualified
Savings Plan with respect to the administrative powers and duties
of the Company, expenses of administration, and procedures for
filing claims, also shall be applicable with respect to this
Plan. 
 
 
     ARTICLE VII 
     AMENDMENT OR TERMINATION 
 
     7.1. Amendment or Termination.  The Company intends the Plan
to be permanent but reserves the right to amend or terminate the
Plan, or terminate the Plan as it applies to any Employer.  Any
such amendment or termination shall be made pursuant to a written
resolution of the Board and shall be effective as of the date of
such resolution. 
 
     7.2. Effect of Amendment or Termination.  No amendment or
termination of the Plan shall divest any Participant or
Beneficiary of the amount in the Participant's Accounts, or of
any rights to which the Participant would have been entitled if
the Plan had been terminated immediately prior to the effective
date of such amendment or termination.  Upon termination of the
Plan, all Participants shall become fully vested in the amounts
in their Accounts and distribution of Participants' Accounts
shall be made to Participants or their beneficiaries in the
manner elected by such Participants, unless the Company
determines to distribute all Accounts in lump sums.  No
Compensation Deferral or Employer Matching Contributions shall be
permitted after termination of the  Plan. 
 
 
 
 
 
  
     ARTICLE VIII 
     GENERAL PROVISIONS 
 
     8.1. Participants' Rights Unsecured.  Except as set forth in
Section 4.1, the Plan at all times shall be entirely unfunded and
no provision shall at any time be made with respect to
segregating any assets of an Employer for payment of any benefits
hereunder.  The right of a Participant or the Participant's
Beneficiary to receive a distribution of the Participant's
Accounts hereunder shall be an unsecured claim against the
general assets of the Employers, and neither the Participant nor
a Beneficiary shall have any rights in or against any specific
assets of the Employers. 
 
     8.2. General Conditions.  Any benefit payable under the
Qualified Savings Plan shall be paid solely in accordance with
the terms and conditions of the Qualified Savings Plan,  and
nothing in this Plan shall operate or be construed in any way to
modify, amend or affect the terms and provisions of the Qualified
Savings Plan. 
 
     8.3. No Guaranty of Benefits.  Nothing contained in the Plan
shall constitute a guaranty by the Employers or any other person
or entity that the assets of the Employers will be sufficient to
pay any benefit hereunder.  No Participant or other person shall
have any right to receive a benefit or a distribution of Accounts
under the Plan except in accordance with the terms of the Plan. 
 
     8.4. No Enlargement of Employee Rights.  Establishment of
the Plan shall not be construed to give any Participant the right
to be retained in the service of an Employer. 
 
     8.5. Spendthrift Provision.  No interest of any person or
entity in, or right to receive a distribution under, the Plan
shall be subject in any manner to sale, transfer, assignment,
pledge, attachment, garnishment, or other alienation or
encumbrance of any kind; nor may such interest or right to
receive a distribution be taken, either voluntarily or
involuntarily for the satisfaction of the debts of, or other
obligations or claims against, such person or entity, including
claims for alimony, support, separate maintenance and claims in
bankruptcy proceedings. 
 
     8.6. Applicable Law.  The Plan shall be construed and
administered under the laws of the State of Illinois except to
the extent preempted by federal law. 
 
     8.7. Incapacity of Recipient.  Subject to applicable state
law, if any person entitled to a payment under the Plan is deemed
by the Company to be incapable of personally receiving and giving
a valid receipt for such payment, then, unless and until claim
therefor shall have been made by a duly appointed guardian or
other legal representative of such person, the Company may
provide for such payment or any part thereof to be made to any
other person or institution then contributing toward or providing
for the care and maintenance of such person.  Any such payment
shall be a payment for the account of such person and a complete
discharge of any liability of the Company and the Plan therefor. 
 
     8.8. Corporate Successors.  The Plan shall not be
automatically terminated by a transfer or sale of assets of the
Company, or by the merger or consolidation of the Company into or
with any other corporation or other entity, but the Plan shall be
continued after such sale, merger or consolidation only if and to
the extent that the transferee, purchaser or successor entity
agrees to continue the Plan.  In the event that the Plan is not
continued by the transferee, purchaser or successor entity, the
Plan shall terminate subject to the provisions of Section 5.2. 
 
     8.9. Unclaimed Benefit.  Each Participant or Beneficiary
shall keep the Company informed of his or her current address. 
The Company shall not be obligated to search for the whereabouts
of any person.  If the location of a Participant is not made
known to the Company within three years after the date on which
payment of the Participant's benefits under the Plan may first be
made, payment may be made as though the Participant had died at
the end of the three-year period.  If, within one additional year
after such three-year period has elapsed, or, within three years
after the actual death of a Participant, the Company is unable to
locate any Beneficiary of the Participant, then the Company shall
have no further obligation to pay any benefit hereunder to such
Participant or Beneficiary or any other person and such benefit
shall be irrevocably forfeited. 
 
     8.10.     Limitations on Liability.  Notwithstanding any of
the preceding provisions of the Plan, none of the Employers nor
any individual acting as an employee or agent of an Employer,
shall be liable to any Participant, former Participant or any
Beneficiary or other person for any claim, loss, liability or
expense incurred in connection with the Plan. 
 
     8.11.     Claims Procedure.  In the event that a
Participant's claim for benefits under the Plan is denied in
whole or in part by the Company, the Company will notify the
Participant (or Beneficiary) of the denial.  Such notification
will be made in writing, within 90 days of the date the claim is
received by the Company.  The notification will include: (i) the
specific reasons for the denial; (ii) specific reference to the
Plan provisions upon which the denial is based; (iii) a
description of any additional 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 applicable review procedures. 
 
     The Participant (or Beneficiary) has 60 days from the date
he receive notice of a claim denial to file a written request for
review of the denial with the Company.  The Company will review
the claim denial and inform the Participant (or Beneficiary) in
writing of its decision within 60 days of the date the claim
review request is received by the Company.  This decision will be
final. 
 
 
 
 
CHI3:88293.2  03.20.97  12.7