<PAGE>   1
EXHIBIT 10.4


                           TAYLOR CAPITAL GROUP, INC.
                                  401(K) TRUST



                             McDermott, Will & Emery
                                     Chicago
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                                TABLE OF CONTENTS



                                                                        PAGE

ARTICLE I
Name                                                                       2

ARTICLE II
Management and Control of Trust Fund Assets                                2
         II-1.    The Trust Fund                                           2
         II-2.    Plan Administration                                      2
         II-3.    Exercise of Trustee's Duties                             3
         II-4.    General Powers                                           3
         II-5.    Investment Managers                                      6
         II-6.    Responsibility of Trustee                                7
         II-7.    Compensation and Expenses                                7
         II-8.    Continuation of Powers Upon Trust Termination            7

ARTICLE III
Miscellaneous                                                              8
         III-1.   Disagreement as to Acts                                  8
         III-2.   Persons Dealing with Trustee                             8
         III-3.   Benefits May Not Be Assigned or Alienated                8
         III-4.   Evidence                                                 8
         III-5.   Waiver of Notice                                         8
         III-6.   Counterparts                                             8
         III-7.   Governing Laws and Severability                          8
         III-8.   Successors, Etc                                          9
         III-9.   Action                                                   9
         III-10.  Conformance with Plan                                    9
         III-11.  Indemnification                                          9
         III-12.  Headings                                                 9
         III-13.  Notice                                                  10

ARTICLE IV
No Reversion to Company                                                   10

ARTICLE V
Change of Trustee                                                         11
         V-1.     Resignation                                             11
         V-2.     Removal of the Trustee                                  11
         V-3.     Duties of Resigning or Removed Trustee and of
                      Successor Trustee                                   11
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                                                                        PAGE

         V-4.     Filling Trustee Vacancy                                 12

ARTICLE VI
Additional Employers                                                      12

ARTICLE VII
Amendment and Termination                                                 13
         VII-1.   Amendment                                               13
         VII-2.   Termination                                             13
<PAGE>   4
                           TAYLOR CAPITAL GROUP, INC.
                                  401(K) TRUST



                  THIS AGREEMENT, made effective as of              , by and
between Taylor Capital Group, Inc., a Delaware corporation (the "Company"), and
Cole Taylor Bank, an Illinois state chartered bank organized under the laws of
the State of Illinois, and its successor or successors and assigns in the trust
hereby evidenced, as trustee (the "Trustee").


                                WITNESSETH THAT:

         WHEREAS, effective as of October 1, 1996, the Company established a
tax-qualified plan known as the Taylor Capital Group, Inc. 401(k)/Profit Sharing
and Employee Stock Ownership Plan (the "Prior Plan") for the exclusive benefit
of its eligible employees and those of any Related Company (as defined in
Article VII) that adopted the Prior Plan and became a party to the Taylor
Capital Group, Inc. 401(k)/Profit Sharing and Employee Stock Ownership Trust
(the "Prior Trust")(the Company and the Related Companies that are parties
hereto are sometimes referred to below collectively as the "Employers" and
individually as "Employer"); and

         WHEREAS, effective as of October 1, 1998, the Company has amended,
restated and continued the Prior Plan as the Taylor Capital Group, Inc. Profit
Sharing and Employee Stock Ownership Plan (the "ESOP"); and

         WHEREAS, effective October 1, 1998, the cash or deferred portion of the
Prior Plan (the "cash or deferred portion") has been spun-off from the Prior
Plan to the Taylor Capital Group, Inc. 401(k) Plan (the "Plan"), which is an
amendment, restatement and continuation of the cash or deferred portion of the
Prior Plan; and

         WHEREAS, the Plan is intended to meet the applicable requirements of
Sections 401(a) and 401(k) of the Code; and

         WHEREAS, the portion of the Prior Trust which was attributable to the
cash or deferred portion of the Prior Plan has been spun off from the Prior
Trust into the trust established pursuant to this agreement (the "Trust"), which
will implement and form a part of the Plan and is intended to be tax-exempt
under Section 501(a) of the Code; and

         WHEREAS, the Prior Trust was amended, restated and continued into a
trust agreement which forms a part of the ESOP;

         NOW THEREFORE, pursuant to the authority delegated to the undersigned
officers of the Company by resolution of its Board of Directors, IT IS AGREED,
by and between the parties
<PAGE>   5
hereto, that the trust provisions contained herein shall constitute the
agreement between the Company and the Trustee in connection with the Plan; and

         IT IS FURTHER AGREED, that the Trustee hereby accepts its appointment
as such under this Trust Agreement.

         IT IS FURTHER AGREED, by and between the parties hereto as follows:



                                    ARTICLE I

                                      Name


         This Trust Agreement and Trust hereby evidenced shall be known as the
"TAYLOR CAPITAL GROUP, INC. 401(K) TRUST."



                                   ARTICLE II

                   Management and Control of Trust Fund Assets


         II-1. The Trust Fund. The "Trust Fund" as at any date means all
property of every kind then held by the Trustee pursuant to this Trust
Agreement. The Trustee may manage, administer and invest all contributions made
by the several Employers under the Plan as one Trust Fund, except to the extent
that the authority to manage investments has been allocated to one or more
investment managers pursuant to Article II-5. If, for any reason, it becomes
necessary to determine the portion of the Trust Fund allocable to employees and
former employees of any Employer as of any date, the Committee (as defined in
Article II-2) shall specify such date as an accounting date, and after all
adjustments required under the Plan as of that accounting date have been made,
the portion of the Trust Fund attributable to such employees and former
employees shall be determined and shall consist of an amount equal to the
aggregate of the account balances of employees and former employees of that
Employer plus an amount equal to any allocable contributions made by that
Employer since the close of the immediately preceding plan year. The indicia of
ownership of all assets of the Trust Fund must always reside within the
jurisdiction of the district courts of the United States.


         II-2. Plan Administration. The Plan shall be administered by a
committee (the "Committee"), the members of which shall be certified to the
Trustee by the Company. Except as provided in Article II-4, the Trustee shall
have no authority to act unless directed in writing by
<PAGE>   6
the Committee. Such directions shall take effect when received by the Trustee.
The Committee may authorize one or more individuals to sign all communications
between the Committee and Trustee and shall at all times keep the Trustee
advised of the names of the members of the Committee and individuals authorized
to sign on behalf of the Committee, and provide specimen signatures thereof.
With the Trustee's prior written consent, the Committee may authorize the
Trustee to act, without specific directions or other directions or instructions
from the Committee, on any matter or class of matters with respect to which
directions or instructions from the Committee are called for hereunder. A
written statement signed by a majority of the Committee members or by an
authorized Committee member shall be conclusive in favor of the Trustee acting
in reliance thereon. The Trustee shall be fully protected in relying on any
communication sent by any authorized person and shall not be required to verify
the accuracy or validity of any signature unless the Trustee has reasonable
grounds to doubt the authenticity of any signature. If the Trustee requests any
directions hereunder and does not receive them, the Trustee shall act or refrain
from acting, as it may determine, with no liability for such action or inaction.


         II-3. Exercise of Trustee's Duties. The Trustee shall discharge its
duties hereunder solely in the interest of the Plan Participants and other
persons entitled to benefits under the Plan, and:

         (a)      for the exclusive purpose of:

                  (i)      providing benefits to Participants and other persons
                           entitled to benefits under the Plan; and

                  (ii)     defraying reasonable expenses of administering the
                           Plan;

         (b)      with the care, skill, prudence, and diligence under the
                  circumstances then prevailing that a prudent person acting in
                  a like capacity and familiar with such matters would use in
                  the conduct of an enterprise of a like character and with like
                  aims; and

         (c)      in accordance with the documents and instruments governing the
                  Plan unless, in the good faith judgment of the Trustee, the
                  documents and instruments are not consistent with the
                  provisions of the Employee Retirement Income Security Act of
                  1974, as amended ("ERISA").


         II-4. General Powers. Subject to the provisions of Articles II-2 and
II-3, with respect to the Trust Fund, the Trustee shall have the following
powers, rights and duties in addition to those provided elsewhere in this Trust
Agreement or by law:

         (a)      to receive and to hold all contributions paid to it under the
                  Plan; provided, however, that the Trustee shall have no duty
                  to require any contributions to
<PAGE>   7
                  be made to it, or to determine that the contributions received
                  by it comply with the provisions of the Plan or with any
                  resolution of the Board providing therefor;

         (b)      as directed by the Committee, to retain in cash (pending
                  investment, reinvestment or the distribution of dividends)
                  such reasonable amount as may be required for the proper
                  administration of the Trust and to invest such cash as
                  determined by the Trustee; provided, however, that pending
                  receipt of directions from the Committee, the Trustee may
                  retain reasonable amounts of cash, in its discretion, without
                  any liability for interest;

         (c)      as directed by the Committee, to make distributions from the
                  Trust Fund to such persons or trusts, in such manner, at such
                  times and in such forms (cash or other property) as directed
                  without inquiring as to whether a payee is entitled to the
                  payment, or as to whether a payment is proper, and without
                  liability for a payment made in good faith without actual
                  notice or knowledge of the changed condition or status of the
                  payee. If any payment of benefits directed to be made from the
                  Trust Fund by the Trustee is not claimed, the Trustee shall
                  notify the Committee of that fact promptly. The Committee
                  shall make a diligent effort to ascertain the whereabouts of
                  the payee or distributee of benefits returned unclaimed. The
                  Trustee shall dispose of such payments as the Committee shall
                  direct. The Trustee shall have no obligation to search for or
                  ascertain the whereabouts of any payee or distributee of
                  benefits from the Trust Fund;

         (d)      to vote stocks, bonds or other securities held in the Trust,
                  or otherwise consent to or request any action on the part of
                  the issuer in person, by proxy or power of attorney;

         (e)      to compromise, contest, arbitrate, settle or abandon claims
                  and demands by or against the Trust Fund;

         (f)      to begin, maintain or defend any litigation necessary in
                  connection with the investment, reinvestment and
                  administration of the Trust, and, to the extent not paid from
                  the Trust Fund, the Company shall indemnify the Trustee
                  against all expenses and liabilities reasonably sustained or
                  anticipated by it by reason thereof (including reasonable
                  attorneys' fees);

         (g)      to retain any funds or property subject to any dispute without
                  liability for the payment of interest, or to decline to make
                  payment or delivery thereof until final adjudication is made
                  by a court of competent jurisdiction;

         (h)      to report to the Company as of the last day of each Plan Year
                  (which shall be the same as the Trust's fiscal year), as of
                  any accounting date (or as soon
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                  thereafter as practicable), or at such other times as may be
                  required under the Plan, the then "Net Worth" of the Trust
                  Fund, that is, the fair market value of all property held in
                  the Trust Fund, reduced by any liabilities other than
                  liabilities to Participants in the Plan and their
                  Beneficiaries, as determined by the Trustee;

         (i)      to furnish to the Company an annual written account and
                  accounts for such other periods as may be required under the
                  Plan, showing the Net Worth of the Trust Fund at the end of
                  the period, all investments, receipts, disbursements and other
                  transactions made by the Trustee during the accounting period,
                  and such other information as the Trustee may possess which
                  the Company requires in order to comply with Section 103 of
                  ERISA. The Trustee shall keep accurate accounts of all
                  investments, earnings thereon, and all accounts, books and
                  records related to such investments shall be open to
                  inspection by any person designated by the Company or the
                  Committee. All accounts of the Trustee shall be kept on an
                  accrual basis. If, during the term of this Trust Agreement,
                  the Department of Labor issues regulations under ERISA
                  regarding the valuation of securities or other assets for
                  purposes of the reports required by ERISA, the Trustee shall
                  use such valuation methods for purposes of the accounts
                  described by this subparagraph. The Company may approve such
                  accounting by written notice of approval delivered to the
                  Trustee or by failure to express objection to such accounting
                  in writing delivered to the Trustee within sixty (60) days
                  from the date upon which the accounting was delivered to the
                  Company. Upon the receipt of a written approval of the
                  accounting, or upon the passage of the period of time within
                  which objection may be filed without written objections having
                  been delivered to the Trustee, such accounting shall be deemed
                  to be approved, and the Trustee shall be released and
                  discharged as to all items, matters and things set forth in
                  such account, as fully as if such accounting had been settled
                  and allowed by decree of a court of competent jurisdiction in
                  an action or proceeding in which the Trustee, the Company and
                  all persons having or claiming to have any interest in the
                  Trust Fund or under the Plan were parties.

         (j)      as directed by the Committee, to pay any estate, inheritance,
                  income or other tax, charge or assessment attributable to any
                  benefit which shall or may be required to pay out of such
                  benefit; provided that the Trustee in its sole undirected
                  discretion may require before making any payment such release
                  or other document from any taxing authority and such indemnity
                  from the intended payee as the Trustee shall deem necessary
                  for its protection;

         (k)      to employ and to reasonably rely upon information and advice
                  furnished by
<PAGE>   9
                  agents, attorneys, accountants or other persons of its choice
                  for such purposes as the Trustee considers desirable;

         (m)      to assume, until advised to the contrary, that the Trust
                  evidenced by this Agreement is qualified under Section 401(a)
                  of the Code and is entitled to tax exemption under Section
                  501(a) thereof;

         (n)      to have the authority to invest and reinvest the assets of the
                  Trust Fund, upon direction from the Committee, in personal
                  property of any kind, including, but not limited to bonds,
                  notes, debentures, mortgages, equipment trust certificates,
                  investment trust certificates, guaranteed investment
                  contracts, preferred or common stock, and registered
                  investment companies. The Trustee shall follow the directions
                  of the Committee and shall have no duty or obligation to
                  review the assets from time to time so acquired, nor to make
                  any recommendations with respect to the investment,
                  reinvestment or retention thereof;

         (o)      as directed by the Committee, to exercise any options,
                  subscription rights and other privileges with respect to Trust
                  assets;

         (p)      to register ownership of any securities or other property held
                  by it in its own name or in the name of a nominee, with or
                  without the addition of words indicating that such securities
                  are held in a fiduciary capacity, and may hold any securities
                  in bearer form, but the books and records of the Trustee shall
                  at all times reflect that all such investments are part of the
                  Trust;

         (q)      with the approval of the Committee, to borrow such sum or sums
                  from time to time as the Trustee considers necessary or
                  desirable and in the best interest of the Trust Fund, and for
                  that purpose to mortgage or pledge any part of the Trust Fund
                  (subject to the provisions of Code Section 4795(c) and the
                  regulations issued thereunder);

         (r)      to participate in and use the Federal Book-Entry Account
                  System, a service provided by the Federal Reserve Bank for its
                  member banks for deposit of Treasury securities; and

         (s)      as directed by the Committee, to perform any and all other
                  acts which are necessary or appropriate for the proper
                  management, investment and distribution of the Trust Fund.


         II-5. Investment Managers. The Committee may appoint one or more
investment managers (as defined in section 3(38) of ERISA) to manage the
investment of any part or all of the assets of the Trust Fund. Except as
otherwise provided by law, the Trustee shall have no
<PAGE>   10
obligation for investment of any assets of the trust fund which are subject to
management by an investment manager. Appointment of an investment manager shall
be made by written notice to the investment manager and the Trustee, which
notice shall specify those powers, rights and duties of the Trustee under this
agreement that are allocated to the investment manager and that portion of the
assets of the trust fund subject to investment management. An investment manager
so appointed pursuant to this paragraph shall be either a registered investment
adviser under the Investment Advisers Act of 1940, a bank, as defined in said
Act, or an insurance company qualified to manage, acquire and dispose of the
assets of the plan under the laws of more than one state of the United States.
Any such investment manager shall acknowledge to the company in writing that it
accepts such appointment and that it is a fiduciary with respect to the plan and
trust. An investment manager may resign at any time upon written notice to the
Trustee and the Committee. The Committee may remove an investment manager at any
time by written notice to the investment manager and the Trustee.


         II-6. Responsibility of Trustee. The Trustee shall not be responsible
in any way for the adequacy of the Trust Fund to meet and discharge any or all
liabilities under the Plan or for the proper application of distributions made
or other action taken upon the written direction of the Committee. The powers,
duties and responsibilities of the Trustee shall be limited to those set forth
in this Trust Agreement, and nothing contained in the Plan, either expressly or
by implication, shall be deemed to impose any additional powers, duties or
responsibilities on the Trustee.


         II-7. Compensation and Expenses. The Trustee shall be entitled to
reasonable compensation for its services, as agreed to between the Company and
the Trustee from time to time in writing and to reimbursement of all reasonable
expenses incurred by the Trustee in the administration of the Trust. The Trustee
is authorized to pay from the Trust Fund all expenses of administering the Plan
and Trust, including its compensation, compensation to any agents employed by
the Trustee and any accounting and legal expenses, to the extent they are not
paid directly by the Employers. The Trustee shall be fully protected in making
payments of administrative expenses pursuant to the written directions of the
Committee.


         II-8. Continuation of Powers Upon Trust Termination. Notwithstanding
anything to the contrary in this Agreement, upon termination of the Trust, the
powers, rights and duties of the Trustee hereunder shall continue until all
Trust Fund assets have been liquidated.
<PAGE>   11
                                   ARTICLE III

                                  Miscellaneous


         III-1. Disagreement as to Acts. If there is a disagreement between the
Trustee and anyone as to any act or transaction reported in any accounting, the
Trustee shall have the right to have its account settled by a court of competent
jurisdiction.


         III-2. Persons Dealing with Trustee. No person dealing with the Trustee
shall be required to see to the application of any money paid or property
delivered to the Trustee, or to determine whether or not the Trustee is acting
pursuant to any authority granted to it under this Agreement or the Plan.


         III-3. Benefits May Not Be Assigned or Alienated. The interests under
the Plan and this Agreement of Participants and other persons entitled to
benefits under the Plan are not subject to the claims of their creditors and may
not be voluntarily or involuntarily assigned, alienated or encumbered, except to
the extent that the Committee directs the Trustee that any such interests are
subject to a qualified domestic relations order, as defined in Section 414(p) of
the Code.


         III-4. Evidence. Evidence required of anyone under this Agreement may
be by certificate, affidavit, document or other instrument which the person
acting in reliance thereon considers pertinent and reliable, and signed, made or
presented by the proper party.


         III-5. Waiver of Notice. Any notice required under this Agreement may
be waived in writing by the person entitled thereto.


         III-6. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and no other
counterparts need be produced.


         III-7. Governing Laws and Severability. This Agreement shall be
construed and administered according to the laws of the Commonwealth of
Massachusetts to the extent that such laws are not preempted by the laws of the
United States of America. If any provision of this Agreement is held illegal,
invalid or contrary to ERISA, the illegality or invalidity or contrary
provisions shall not affect the remaining provisions of the Agreement, but shall
be severable, and the Agreement shall be construed and enforced as if the
illegal or invalid provision had never
<PAGE>   12
been inserted herein.


         III-8. Successors, Etc. This Agreement shall be binding on the
Employers, and any successor thereto by virtue of any merger, sale, dissolution,
consolidation or reorganization, on the Trustee and its successor and on all
persons entitled to benefits under the Plan and their respective heirs and legal
representatives.


         III-9. Action. Any action required or permitted to be taken by the
Company under this Agreement shall be by resolution of its Board of Directors or
by a person or persons authorized by resolution of its Board of Directors. The
Trustee shall not recognize or take notice of any appointment of any
representative of the Company or Committee unless and until the Company or the
Committee shall have notified the Trustee in writing of such appointment and the
extent of such representative's authority. The Trustee may assume that such
appointment and authority continue in effect until it receives written notice to
the contrary from the Company or Committee. Any action taken or omitted to be
taken by the Trustee by authority of any representative of the Company or
Committee within the scope of his authority shall be as effective for all
purposes hereof as if such action or nonaction had been authorized by the
Company or Committee.


         III-10. Conformance with Plan. Unless otherwise indicated in this Trust
Agreement, all capitalized terms shall have the meaning as stated in the Plan.
The Company has provided the Trustee with an executed or certified copy of the
Plan and shall provide the Trustee with a certified copy of each amendment
thereto promptly upon adoption. To the extent the provisions of the Plan and
this Agreement conflict, the provisions of the Plan shall govern; provided
however, that the Trustee's duties and obligations shall be determined solely
under this Trust Agreement.


         III-11. Indemnification. The Company shall indemnify and hold harmless
the Trustee from all loss or liability (including expenses and reasonable
attorneys' fee) to which the Trustee may be subject by reason of the execution
of its duties under this Trust Agreement, or by reason of any acts taken in good
faith in accordance with directions, or acts omitted in good faith due to
absence of directions, from the Committee unless such loss or liability is due
to the Trustee's gross negligence or willful misconduct. The Trustee is entitled
to collect on the indemnity provided by this Article IV-11 only from the
Company, and is not entitled to any direct or indirect indemnity payment from
assets of the Trust Fund.


         III-12. Headings. The headings of Sections of this Agreement are for
convenience of reference only and shall have no substantive effect on the
provisions of this Agreement.
<PAGE>   13
         III-13. Notice. All notices that are required or may be given pursuant
to the terms of this Trust Agreement shall be in writing and shall be sufficient
in all respects if delivered personally or by registered or certified mail,
postage prepaid, as follows:

                         If to the Company to:

                         Taylor Capital Group, Inc.
                         350 East Dundee Road
                         Wheeling, Illinois, 60090
                         Attn: Director of Human Resources

                         If to the Trustee:

                         Cole Taylor Bank
                         350 East Dundee Road
                         Wheeling, Illinois, 60090
                         Attn: Scott McCartan

Any notice required under this Trust Agreement may be waived by the person
entitled to notice.



                                   ARTICLE IV

                             No Reversion to Company


         No part of the corpus or income of the Trust Fund shall revert to any
Employer or be used for, or diverted to, purposes other than for the exclusive
benefit of Participants and other persons entitled to benefits under the Plan,
provided, however, that:

         (a)      Each Employer's contribution under the Plan is conditioned on
                  the initial qualification of the Plan as applied to that
                  Employer under Section 401(a) of the Code and if that Plan
                  does not so initially qualify, the Trustee shall, upon written
                  direction of the Committee, return to that Employer the amount
                  of such contribution and any increment thereon within one
                  calendar year after the date that qualification of the Plan,
                  as applied to that Employer, is denied, but only if the
                  application for qualification is submitted within the time
                  prescribed by law.

         (b)      If, upon termination of the Plan with respect to any Employer,
                  any amounts are held in a 415 Suspense Account which are
                  attributable to the contributions of such Employer and such
                  amounts may not be credited to
<PAGE>   14
                  the Accounts of Participants, such amounts, upon the written
                  direction of the Committee, will be returned to that Employer
                  as soon as practicable after the termination of the Plan with
                  respect to that Employer.

         (c)      Employer contributions under the Plans are conditioned upon
                  the deductibility thereof under Section 404 of the Code, and,
                  to the extent any such deduction of an Employer is disallowed,
                  the Trustee shall, upon the written direction of the
                  Committee, return the amount of the contribution (to the
                  extent disallowed), reduced by the amount of any losses
                  thereon, to the Employer within one year after the date the
                  deduction is disallowed.

         (d)      If a contribution or any portion thereof is made by an
                  Employer by a mistake of fact, the Trustee shall, upon written
                  direction of the Committee, return the amount of the
                  contribution or such portion, reduced by the amount of any
                  losses there on, to the Employer within one year after the
                  date of payment to the Trustee.

Notwithstanding the foregoing, the Trustee has no responsibility as to the
sufficiency of the Trust Fund to provide any distribution to an Employer under
this Article IV.



                                    ARTICLE V

                                Change of Trustee


         V-1. Resignation. The Trustee may resign at any time by giving thirty
(30) days' advance written notice to the Company and the Committee.


         V-2. Removal of the Trustee. The Committee may, with the consent of the
Company, which shall not be unreasonably withheld, remove the Trustee by giving
thirty (30) days' advance written notice to the Trustee, subject to providing
the removed Trustee with satisfactory written evidence of the appointment of a
successor Trustee and of the successor Trustee's acceptance of the trusteeship.


         V-3. Duties of Resigning or Removed Trustee and of Successor Trustee.
If the Trustee resigns or is removed, it shall promptly transfer and deliver the
assets of the Trust Fund to the successor Trustee, and may reserve such amount
to provide for the payment of all fees and expenses, or taxes then or thereafter
chargeable against the Trust Fund, to the extent not previously paid by the
Company. The Company shall be obligated to reimburse the Trust for any amount
reserved by the Trustee. Within 120 days, the resigned or removed Trustee shall
furnish
<PAGE>   15
to the Company and the successor Trustee an account of its administration of the
Trust from the date of its last account. Each successor Trustee shall succeed to
the title to the Trust Fund vested in his predecessor without the signing or
filing of any further instrument, but any resigning or removed Trustee shall
execute all documents and do all acts necessary to vest such title or record in
any successor Trustee. Each successor shall have all the powers, rights and
duties conferred by this Trust Agreement as if originally named Trustee. No
successor Trustee shall be personally liable for any act or failure to act of a
predecessor Trustee. With the approval of the Committee, a successor Trustee may
accept the account rendered and the property delivered to it by its predecessor
Trustee as a full and complete discharge to the predecessor Trustee without
incurring any liability or responsibility for so doing.


         V-4. Filling Trustee Vacancy. The Committee may, with the consent of
the Company, which shall not be unreasonably withheld, fill a vacancy in the
office of Trustee as soon as practicable by a writing filed with the person or
entity appointed to fill the vacancy.



                                   ARTICLE VI

                              Additional Employers

         Any Related Company (as defined below) may become a party to this Trust
Agreement by:

         (a)      filing with the Company and the Trustee a certified copy of a
                  resolution of its Board of Directors to that effect; and

         (b)      filing with the Trustee a certified copy of a resolution of
                  the Board of Directors of the Company consenting to such
                  action.

A "Related Company" is any corporation, trade or business during any period in
which it is, along with the Company, a member of a controlled group of
corporations, a group of trades or businesses under common control or an
affiliated service group, as described in section 414(b), 414(c) and 414(m),
respectively, of the Code or as described in regulations issued by the Secretary
of the Treasury or his delegate pursuant to section 414(o) of the Code. Any
Related Company so becoming a party to this Trust Agreement shall be deemed to
have irrevocably appointed the Company as its agent for all purposes of this
Trust Agreement to the end that the Trustee may deal with the Company as if the
Company were the only Employer party to this Trust Agreement.
<PAGE>   16
                                   ARTICLE VII

                            Amendment and Termination


         VII-1. Amendment. While the Employers expect and intend to continue the
Trust, the Company reserves the right to amend the Trust at any time pursuant to
an action of the Company's Board of Directors, except that no amendment shall
change the rights, duties and liabilities of the Trustee under this Trust
Agreement without its prior written agreement, nor reduce a Participant's
benefits to less than the amount such Participant would be entitled to receive
if such Participant had resigned from the employ of the Employers on the date of
the amendment. Amendments to the Trust shall be effective upon execution of such
amendments by both the Company and the Trustee.


         VII-2. Termination. The Trust may be terminated as to all Employees on
any date specified by the Company. The Trust will terminate as to any Employer
on the first to occur of the following:

         (a)      the date it is terminated by that Employer;

         (b)      the date such Employer's contributions to the Trust are
                  completely discontinued;

         (c)      the date such Employer is judicially declared bankrupt under
                  Chapter 7 of the U.S. Bankruptcy Code; or

         (d)      the dissolution, merger, consolidation, or reorganization of
                  that Employer, or the sale by that Employer of all or
                  substantially all of its assets, except that, with the consent
                  of the Company, such arrangements may be made whereby the
                  Trust will be continued by any successor to that Employer or
                  any purchaser of all or substantially all of that Employer's
                  assets, in which case the successor or purchaser will be
                  substituted for that Employer under the Trust.

The Trustee's powers upon termination as described above will continue until
liquidation of the Trust Fund, or the portion thereof attributable to an
Employer, as the case may be. Upon termination of this Trust the Trustee shall
first reserve such reasonable amounts as it may deem necessary to provide for
the payment of any expenses or fees then or thereafter chargeable to the Trust
Fund. Subject to such reserve, the balance of the Trust Fund shall be liquidated
and distributed by the Trustee to or for the benefit of the Participants or
their beneficiaries, as directed by the Committee after compliance with
applicable requirements of ERISA, as amended from time to time, or other
applicable law, accompanied by a certification that the disposition is in
accordance with the terms of the Plan and the Trustee need not question the
propriety of such
<PAGE>   17
certification. The Company shall have full responsibility to see that such
distribution is proper and within the terms of the Plan and this Trust.


         IN WITNESS WHEREOF, the Company and Trustee have caused these presents
to be signed and their seals to be hereunto affixed and attested by their duly
authorized officers all as of the day and year first above written.

                                      TAYLOR CAPITAL GROUP, INC.



                                      -----------------------------------
                                      President



                                      Cole Taylor Bank


                                      -----------------------------------
                                      Senior Vice President