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                                                                 Exhibit 10.8(b)




                               MB FINANCIAL, INC.
                               MANUFACTURERS BANK
                      NON-STOCK DEFERRED COMPENSATION PLAN












                             Effective May 29, 2001



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                               MB FINANCIAL, INC.
                               MANUFACTURERS BANK
                      NON-STOCK DEFERRED COMPENSATION PLAN

        AS RENAMED, MODIFIED, AMENDED AND RESTATED EFFECTIVE MAY 29, 2001

                                     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 the MB Financial, Inc., Manufacturers Bank Deferred Compensation
Plan as in Effect immediately prior to May 29, 2001, insofar as it relates to
Account Balances that are measured by assets other than stock of any of the
Employers. 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. 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.

         "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.




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         "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 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.

         "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 1 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;



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         (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 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


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         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.

         "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 May 29, 2001.


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         "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 actuall allocated on
                  behalf of the Participant for the Plan Year.

         "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.



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         "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 Non-Stock 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.

         "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" shalt mean the benefit set forth in Article 5.

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


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         "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:

                  (1)      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;

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

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

                  (4)      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.


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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.

                                    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



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


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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 and reinvestment of the proceeds
         in one or more investment vehicles designated by the Committee. Trust
         assets shall not be invested in stock of any Employer.

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


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                  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.

         (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(the "Measurement Funds"), for the purpose of crediting or
                  debiting amounts to his or her Account Balance.

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

                  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 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


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                  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.

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, 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.


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                                   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.


                                       13
<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


                                       14
<Page>

         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.

                                    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


                                       15
<Page>


           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.

                                    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



                                       16
<Page>

           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 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



                                       17
<Page>

         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 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:



                                       18
<Page>

         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 modif 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).

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.



                                       19
<Page>

                                   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 matters 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.

                                   ARTICLE 13
                          OTHER BENEFITS AND AGREEMENTS



                                       20
<Page>

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 o 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 arise occurred. The claim must state with particularity the
         determination desired by the Claimant.
14.2     NOTIFICATION OF DECISION. The Committee shall consider 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 o 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 se 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
         claim. Thereafter, but not later than 30 days


                                       21
<Page>

        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 foregoin 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.

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.


                                       22
<Page>

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.

                                   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


                                       23
<Page>

        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
         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.

         Director of Human Resources
         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.


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<Page>

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 benefit 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 intestate succession.

16.13    VALIDITY. In case any provision of s 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
         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



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                  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    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 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.



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        IN WITNESS WHEREOF, the Company has signed this Plan document as of
_________, __, 2001, but effective for all purposes as of May 29, 2001.

                                             MB FINANCIAL, INC.





                                             By:  __________________________
                                             Title:  _________________________







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