<PAGE>

                                                                  EXHIBIT (10.3)



                       FIRST OAK BROOK BANCSHARES, INC.

                     EXECUTIVE DEFERRED COMPENSATION PLAN

                          (Adopted October __, 1997)





                       Effective as of November 1, 1997
<PAGE>

                       FIRST OAK BROOK BANCSHARES, INC.
                     EXECUTIVE DEFERRED COMPENSATION PLAN

                               Table of Contents
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ARTICLE I
     INTRODUCTION.....................................................1
     1.1  Adoption and Name of Plan...................................1
     1.2  Purposes of Plan............................................1
     1.3  "Top Hat" Pension Benefit Plan..............................1
     1.4  Plan Unfunded...............................................1
     1.5  Effective Date..............................................2
     1.6  Administration..............................................2

ARTICLE II
     DEFINITIONS AND CONSTRUCTION.....................................3
     2.1  Definitions.................................................3
          (a)  "Account"..............................................3
          (b)  "Accounting Date"......................................3
          (c)  "Beneficiary"..........................................3
          (d)  "Board"................................................3
          (e)  "Code".................................................3
          (f)  "Company"..............................................3
          (g)  "Compensation".........................................3
          (h)  "Effective Date".......................................3
          (i)  "Employee".............................................4
          (j)  "Employees' Savings Plan"..............................4
          (k)  "Employees' Stock Bonus Plan"..........................4
          (l)  "Employer".............................................4
          (m)  "Employer Make-up Contribution"........................4
          (n)  "Employer Matching Make-up Contribution"...............4
          (o)  "ERISA"................................................4
          (p)  "Participant"..........................................4
          (q)  "Participation Agreement"..............................4
          (r)  "Plan".................................................5
          (s)  "Plan Year"............................................5
          (t)  "Pre-tax Contribution..................................5
          (u)  "Retirement Date"......................................5
     2.2  Number and Gender...........................................5
     2.3  Headings....................................................5
</TABLE>
                                       i
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<TABLE>
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ARTICLE III
     PARTICIPATION AND ELIGIBILITY......................................6
     3.1  Participation.................................................6
     3.2  Commencement of Participation.................................6
     3.3  Cessation of Active Participation.............................6

ARTICLE IV
     PRE-TAX, MATCHING & MAKE-UP CONTRIBUTIONS..........................7
     4.1  Participants' Pre-tax Contributions...........................7
     4.2  Effective Date of Participation Agreement.....................7
     4.3  Modification or Revocation of Election by Participant.........7
     4.4  Employer Make-up Contributions................................7
     4.5  Employer Matching Make-up Contributions.......................8

ARTICLE V
     VESTING AND EARNINGS ELECTIONS.....................................9
     5.1  Vesting.......................................................9
     5.2  Hypothetical Investment Elections.............................9

ARTICLE VI
     ACCOUNTS..........................................................10
     6.1  Establishment of Bookkeeping Accounts........................10
     6.2  Subaccounts..................................................10
     6.3  Hypothetical Nature of Accounts..............................10

ARTICLE VII
     PAYMENT OF ACCOUNT................................................11
     7.1  Timing of Distribution of Benefits...........................11
          (a)  Distribution of Contribution to Employees' Savings Plan.11
          (b)  Distribution After Termination of Employment............11
     7.2  Time of Distribution and Accounting..........................12
     7.3  Form of Payment or Payments..................................12
     7.4  Accelerated Distribution.....................................13
     7.5  Designation of Beneficiaries.................................13
     7.6  Amendments...................................................13
     7.7  Change in Marital Status.....................................13
     7.8  No Beneficiary Designation...................................14
     7.9  Unclaimed Benefits...........................................14
     7.10 Hardship Withdrawals.........................................14
     7.11 Withholding..................................................15

ARTICLE VIII
     ADMINISTRATION....................................................16
     8.1  Committee....................................................16
</TABLE>
                                      ii
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<TABLE>
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      8.2  General Powers of Administration..........................16
      8.3  Indemnification of Committee..............................16

ARTICLE IX
      DETERMINATION OF BENEFITS,
      CLAIMS PROCEDURE AND ADMINISTRATION............................17
      9.1  Claims....................................................17
      9.2  Claim Decision............................................17
      9.3  Request for Review........................................17
      9.4  Review of Decision........................................18
      9.5  Discretionary Authority...................................18

ARTICLE X
     MISCELLANEOUS...................................................19
     10.1  Plan Not a Contract of Employment.........................19
     10.2  Non-Assignability of Benefits.............................19
     10.3  Amendment and Termination.................................19
     10.4  Unsecured General Creditor Status of Employee.............19
     10.5  Severability..............................................20
     10.6  Governing Laws............................................20
     10.7  Binding Effect............................................20
     10.8  Entire Agreement..........................................20
</TABLE>
                                      iii
<PAGE>

                       FIRST OAK BROOK BANCSHARES, INC.
                     EXECUTIVE DEFERRED COMPENSATION PLAN

                                   ARTICLE I
                                 INTRODUCTION


1.1  Adoption and Name of Plan.

     The Company adopts the First Oak Brook Bancshares, Inc., Executive Deferred
     Compensation Plan.

1.2  Purposes of Plan.

     The purposes of the Plan are to provide deferred compensation for a select
     group of management or highly compensated Employees of the Employer and to
     provide eligible Employees the opportunity to maximize their elective
     contributions to the Employees' Savings Plan notwithstanding certain
     restrictions and limitations in the Code.

1.3  "Top Hat" Pension Benefit Plan.

     The Plan is an "employee pension benefit plan" within the meaning of ERISA
     Section 3(2).  The Plan is maintained, however, for a select group of
     management or highly compensated employees and, therefore, is exempt from
     Parts 2, 3 and 4 of Title 1 of ERISA.  The Plan is not intended to qualify
     under Code Section 401(a).

1.4  Plan Unfunded.

     The Employer is fully committed to paying the benefits promised under this
     Plan, and recognizes that the Plan represents a binding contract; however,
     the Plan is intended to be unfunded for tax purposes, and for purposes of
     Title I of ERISA.  Participants (and, where applicable, their
     Beneficiaries) have the status of general unsecured creditors of the
     Employer, and this Plan constitutes a mere promise by the Employer to pay
     benefits in the future.  Notwithstanding the foregoing, the Employer may
     establish a "grantor trust" in which to hold cash or other assets to be
     used to make payments of Plan benefits to Participants and Beneficiaries;
     however, the assets of any such trust will at all times remain subject to
     the claims of general creditors of the Employer, in case the Employer
     becomes insolvent.  The Employer will remain liable to pay benefits under
     the Plan, although any payment of benefits made by the trust will satisfy
     the Employer's obligation to make that payment to a Participant or
     Beneficiary.

                                       1
<PAGE>

1.5  Effective Date.

     The Plan is effective as of the Effective Date.

1.6  Administration.

     The Plan will be administered by the Committee.

                                       2
<PAGE>

                                  ARTICLE II
                         DEFINITIONS AND CONSTRUCTION


2.1  Definitions.

     For purposes of the Plan, the following words and phrases will have the
     meanings set forth below, unless their context clearly requires a different
     meaning:

     (a)  "Account" means the bookkeeping account maintained by the Company on
          behalf of each Participant pursuant to Article VI that is credited
          with Pre-tax Contributions, Employer Discretionary Make-up
          Contributions and Employer Matching Make-up Contributions on behalf of
          each Participant pursuant to Article IV and the earnings and losses on
          such amounts as determined in accordance with Article V.

     (b)  "Accounting Date" means the last business day of each calendar
          quarter and each special accounting date designated by the Committee.

     (c)  "Beneficiary" means the person or persons designated by the
          Participant in accordance with Section 7.5.

     (d)  "Board" means the board of Directors of the Company.

     (e)  "Code" means the Internal Revenue Code of 1986, as amended.

     (f)  "Company" means First Oak Brook Bancshares, Inc. and any successor
          thereto.

     (g)  "Compensation" means the total compensation paid to or for the benefit
          of a Participant while he or she is an active Participant for services
          rendered or labor performed as an Employee of the Employers, as
          reportable on Form W-2, Wage and Tax Statement, for federal income tax
          purposes. Notwithstanding the foregoing, Compensation will include the
          amount of Pre-tax Contributions made on a Participant's behalf under
          the Plan and the amount of pre-tax salary reduction contributions made
          on a Participant's behalf under any Internal Revenue Code Section 125
          plan, and Compensation will exclude amounts attributable to stock
          options and similar equity-based compensation and premiums paid or
          reimbursed by the Employers for or under any individual life insurance
          policy, program or agreement.

     (h)  "Effective Date" means November 1, 1997.

     (i)  "Employee" means any common-law employee of an Employer; the term does
          not include any non-employee director, independent contractor or
          leased employee of an Employer, nor does it include an individual
          performing services for an Employer pursuant to a contract that
          designates the individual as an independent contractor or under other
          circumstances that cause the Employer to consider the individual to be
          an independent contractor.

                                       3
<PAGE>

     (j)  "Employees' Savings Plan" means the First Oak Brook Bancshares, Inc.
          Employees' Savings Plan, as amended from time to time.

     (k)  "Employees' Stock Bonus Plan" means the First Oak Brook Bancshares,
          Inc. Employees' Stock Bonus Plan.

     (l)  "Employer" means the Company and any affiliate of the Company that
          adopts this Plan with the consent of the Board.

     (m)  "Employer Make-up Contribution" means a contribution credit for or on
          behalf of a Participant equal to the amount of the contribution credit
          that would have been made for or on account of that Participant under
          the terms of the Employees' Stock Bonus Plan for the Plan Year in
          question, not taking into account any limitations on considered
          compensation or yearly allocations contained in Sections 401(a)(17)
          and 415 of the Code. The Employer Make-up Contribution will also
          include any additional amount the Board may approve as a contribution
          credit for the Plan Year.

     (n)  "Employer Matching Make-up Contribution" means a contribution credit
          for or on behalf of a Participant equal to the difference, if any,
          between the matching contribution credit that would have been made for
          the Participant under the Employees' Savings Plan but for the
          limitations on considered Compensation, Pre-tax Contributions or
          yearly allocations contained in Sections 401(a)(17), 401(k)(3),
          401(m)(2), 402(g), and 415 of the Code and the matching contribution
          credit actually made for the Participant under the Employees' Savings
          Plan.

     (o)  "ERISA" means the Employee Retirement Income Security Act of 1974, as
          amended.

     (p)  "Participant" means each Employee who has been selected for
          participation in the Plan and who has become a Participant pursuant to
          Article III.

     (q)  "Participation Agreement" means the written agreement pursuant to
          which the Participant elects the amount of his Compensation to be
          deferred pursuant to the Plan, the amount of Pre-tax Contributions
          which are to be contributed to the Employees' Savings Plan, and such
          other matters as the Committee determines from time to time.

     (r)  "Plan" means the First Oak Brook Bancshares, Inc. Executive Deferred
          Compensation Plan, as amended from time to time.

     (s)  "Plan Year" means the twelve-consecutive month period commencing
          January 1 of each year ending on December 31; however, the initial
          Plan Year will run from November 1, 1997 through December 31, 1997.

                                       4
<PAGE>

     (t)  "Pre-tax Contribution" means the amount of a Participant's
          Compensation which the Participant elects to have withheld on a pre-
          tax basis and credited to his Account pursuant to Section 4.1.

     (u)  "Retirement Date" means the date a Participant:

          (i)  voluntarily terminates his employment with the Employer and all
               affiliates (as defined in the Employees' Savings Plan)

               (A)  on or after he has attained at least 65 years of age,

               (B)  on or after he has attained 55 years of age and completed at
                    least 15 years of service (as defined in the Employees'
                    Savings Plan for  purposes of benefit distribution), or

               (C)  with the Committee's consent; or

          (ii) qualifies for disability under the Employer's group long-term
               disability plan.

2.2  Number and Gender.

     Wherever appropriate herein, the singular includes the plural, the
     plural includes the singular, and the masculine includes the feminine.

2.3  Headings.

     The headings of Articles and Sections herein are included solely for
     convenience, and if there is any conflict between them and the rest of the
     Plan, the text will control.

                                       5
<PAGE>

                                  ARTICLE III
                         PARTICIPATION AND ELIGIBILITY


3.1  Participation.

     Participants in the Plan are those individuals who are members of a select
     group of highly compensated or management Employees of the Company and
     selected by the Committee, in its sole discretion, to be Participants. The
     Committee will notify each Participant of his selection as a Participant.
     Subject to the provisions of Section 3.3, a Participant will remain
     eligible to continue participation in the Plan for each Plan Year following
     his initial year of participation in the Plan.

3.2  Commencement of Participation.

     Except as provided in the following sentence, an Employee will become a
     Participant effective as of the first day of the Plan Year following the
     date on which his Participation Agreement becomes effective. A newly
     eligible Employee (because of hire or selection by the Committee) who
     completes a Participation Agreement within thirty days after the date his
     employment commences or selection becomes effective will become a
     Participant as of the date on which his Participation Agreement is
     effective under Section 4.2.

3.3  Cessation of Active Participation.

     Notwithstanding any provision herein to the contrary, an individual who has
     become a Participant in the Plan will cease to be a Participant effective
     as of any date designated by the Committee.

                                       6
<PAGE>

                                  ARTICLE IV
                   PRE-TAX, MATCHING & MAKE-UP CONTRIBUTIONS


4.1  Participants' Pre-tax Contributions.

     Before the first day of each Plan Year, a Participant may file with the
     Committee a Participation Agreement on which he elects to make Pre-tax
     Contributions. Participants may defer up to 10% of their Compensation. All
     Pre-tax Contribution elections must be in whole percentages. Any Pre-tax
     Contribution election will be subject to rules prescribed by the Committee.
     A Participant's Pre-tax Contributions will be credited to his Account on a
     payroll-by payroll basis (and, to the extent permitted by law and
     consistent with the Participant's election and the Committee s rules of
     procedure, all or a portion thereof will be immediately contributed to the
     Employees' Savings Plan and appropriately debited from the Account).

4.2  Effective Date of Participation Agreement.

     A Participant's Participation Agreement will become effective on the first
     day of the Plan Year to which it relates. The Participation Agreement of an
     Employee who is first eligible during a Plan Year will become effective as
     of the first day of the month after the Employee completes his
     Participation Agreement, if the Employee completes the Participation
     Agreement within 30 days after the date he first becomes eligible.
     Otherwise, the Employee must wait until the beginning of the following Plan
     Year to begin making Pre-tax Contributions. Participation Agreements relate
     only to compensation earned after they are completed and executed. Except
     as provided above, if a Participant fails to complete a Participation
     Agreement before the first day of the Plan Year in which he or she will
     earn the compensation to which the Participation Agreement relates, the
     Participant will be deemed to have elected not to make Pre-tax
     Contributions for that Plan Year.

4.3  Modification or Revocation of Election by Participant.

     A Participant may not change the amount of his Pre-tax Contributions during
     a Plan Year unless the Committee determines that he has suffered a severe,
     sudden and unforeseeable hardship, as more fully described in Section 7.10.
     Under no circumstances may a Participant's Participation Agreement be made,
     modified or revoked retroactively.

4.4  Employer Make-up Contributions.

     For each Plan Year, the Account of each Participant will be credited with
     the Employer Make-up Contribution determined pursuant to Section 2.1(m).

                                       7
<PAGE>

4.5  Employer Matching Make-up Contributions.

     For each Plan Year, the Account of each Participant will be credited with
     the Employer Matching Make-up Contribution determined pursuant to Section
     2.1(n).

                                       8
<PAGE>

                                   ARTICLE V
                         VESTING AND EARNINGS ELECTIONS


5.1  Vesting.

     A Participant will be 100% vested at all times in the amount of his Account
     which is attributable to his Pre-tax Contributions and Employer Matching
     Make-up Contributions. The portion of the Participant's Account
     attributable to Employer Make-up Contributions will vest on the earliest to
     occur of the following dates:

     (a)  the Participant's Retirement Date;

     (b)  the Participant's death; and

     (c)  the date the Participant accrues three years of vesting service under
          the Employees Stock Bonus Plan.

     All provisions of the Plan relating to the distribution of a Participant's
     Account will mean only the vested portion of that Account. Since the Plan
     is unfunded, the portion of a Participant's Account that is not vested and
     therefore not distributed with the vested portion of his Account will
     remain property of the Employer who was responsible for it, and will not be
     allocated to the Accounts of other Participants or otherwise inure to their
     benefit.

5.2  Hypothetical Investment Elections.

     Amounts credited to a Participant's Account will be credited with earnings
     and losses based on hypothetical investments selected by the Committee, as
     described below. The Committee will establish "investment guidelines" that
     prescribe hypothetical allocation (and periodic rebalancing) of account
     credits in specified percentages among a range of mutual funds and other
     investment vehicles chosen according to the "investment objectives" of the
     guidelines. From time to time, the Committee will review the guidelines and
     may adjust them, to redefine the investment objectives, or better to
     achieve existing objectives. Amounts in each account will be credited as of
     each Accounting Date with the gains, or debited with the losses, they would
     have earned or lost since the next preceding Accounting Date if the
     investments had been real, instead of hypothetical.

                                       9
<PAGE>

                                  ARTICLE VI
                                   ACCOUNTS


6.1  Establishment of Bookkeeping Accounts.

     A separate bookkeeping Account will be maintained for each Participant. The
     account will be credited with the Pre-tax Contributions made by the
     Participant pursuant to Section 4.1, the Employer Make-up Contributions
     made by the Employers pursuant to Section 4.4 and the Employer Matching
     Make-up Contributions made by the Employers pursuant to Section 4.5,
     credited (or charged, as the case may be) with the hypothetical investment
     results determined pursuant to Section 5.2, and charged with distributions
     made to or with respect to a Participant.

6.2  Subaccounts.

     Within each Participant's bookkeeping Account, separate subaccounts will be
     maintained to the extent necessary or desirable for the efficient
     administration of the Plan.

6.3  Hypothetical Nature of Accounts.

     The Accounts established under this Article VI will be hypothetical in
     nature and will be maintained for bookkeeping purposes only, so that Pre-
     tax Contributions, Employer Make-up Contributions and Employer Matching
     Make-up Contributions can be credited to Participants and earnings and
     losses on those contributions can be credited (or charged, as the case may
     be). Neither the Plan nor any of the Accounts (or subaccounts) will hold
     any actual funds or assets. The right of any person to receive one or more
     payments under the Plan will be an unsecured claim against the general
     assets of the Employers. Any liability of an Employer to any Participant,
     former Participant, or Beneficiary with respect to a right to payment will
     be based solely upon contractual obligations created by the Plan. Neither
     the Company, any other Employer, the Board, nor any other person will be
     deemed to be a trustee of any amounts to be paid under the Plan. Nothing
     contained in the Plan, and no action taken pursuant to its provisions, will
     create or be construed to create a trust of any kind, or a fiduciary
     relationship, between the Company and a Participant, former Participant,
     Beneficiary, or any other person.

                                      10
<PAGE>

                                  ARTICLE VII
                              PAYMENT OF ACCOUNT


7.1  Timing of Distribution of Benefits.

     a)   Distribution of Contribution to Employees' Savings Plan. No later
          than March 15 of the Plan Year following the Plan Year for which the
          Participant executed the Participation Agreement, the lesser of (i)
          the excess of the allowable pre-tax contribution which may be made on
          behalf of the Participant to the Employees' Savings Plan for the Plan
          Year for which the Participant executed the Participation Agreement
          over the amounts already actually contributed to the Employees'
          Savings for the Plan Year and (ii) the excess of the Pre-tax
          Contributions for the Plan Year for which the Participant executed the
          Participation Agreement over the amounts already actually contributed
          to the Employees' Savings Plan for the Plan Year will be paid directly
          to the Participant's Account in the Employees' Savings Plan, and the
          appropriate subaccounts of Participant's Account in this Plan will be
          debited accordingly. However, the Plan will not make distributions to
          the Employees' Savings Plan in excess of the Participant's Account
          balance. Distributions pursuant to this Section 7.1(a) may be made in
          one or more installments.

     (b)  Distribution After Termination of Employment. Except as provided
          below and in Section 7.1(a), a Participant's entire Account will be
          distributed to him (or his Beneficiary in the event of his death)
          following the earliest to occur of the following:

          (i)   the Participant's death;

          (ii)  the Participant's Retirement Date; and

          (iii) the Participant's other termination of employment with the
                Employer and all affiliates (as defined in the Employees'
                Savings Plan).

          Notwithstanding the foregoing, if a Participant's Retirement Date is
          on account of disability, as described in Section 2.1(u)(ii), and if
          the Participant so requests and the Committee permits it, the
          Participant may defer distribution until the earlier of the dates
          specified in Section 2.1(u)(i)(A) or 2.1(u)(i)(B) or the Participant's
          death.

                                      11
<PAGE>

7.2  Time of Distribution and Accounting.

     When a distributable event described in Section 7.1(b) occurs, the balance
     of a Participant's Account will be determined, as of the Accounting Date
     immediately following the distributable event. Distribution will be made or
     begin as soon as practicable after the accounting or ninety days following
     the distributable event, whichever is later.

7.3  Form of Payment or Payments.

     If the value of the Participant's Account as of the Accounting Date
     described in Section 7.2 is at least $25,000, benefits payable after the
     Participant's Retirement Date will be paid in the form elected by the
     Participant. The form elected will apply to the entire Account. The
     election may be amended, provided that the amended election does not
     increase the duration of payments in the previous election and the election
     is made no later than December 31 of the calendar year before the
     Participant's Retirement Date. Available forms of distribution are:

     (a)  payment by lump sum; and

     (b)  payment in substantially equal monthly installments over a period of
          sixty, 120, or 180 months, or substantially equal annual installments
          over a period of five, ten, or fifteen years. During the payout
          period, hypothetical earnings on the unpaid balance will continue to
          be credited to subaccounts at the appropriate rate, in accordance with
          the Participant's hypothetical investment election.

     If, as of the Accounting Date described in Section 7.2, the value of the
     Participant's Account is less than $25,000, the form of distribution will
     be by lump sum payment. If a former Participant dies after installment
     payments have begun, but before distribution of his entire Account has been
     completed, distributions will be continued to his Beneficiary in the form
     that was being paid before his death.

                                      12
<PAGE>

7.4  Accelerated Distribution.

     Notwithstanding any other provision of the Plan, a Participant will be
     entitled to receive, upon written request to the Committee, a lump sum
     distribution of his Account balance, valued as of the Accounting Date
     immediately following the date he makes his request.  A Participant who
     makes such a request will forfeit ten percent of the Account balance as so
     valued, as a penalty.  A Participant who receives a distribution under this
     Section 7.4 will not be eligible to make Pre-tax Contributions until the
     first day of the second Plan Year which begins after that distribution.  A
     distribution under this section 7.4 will be made as soon as practicable
     after the Committee receives the Participant's written request and the
     Account has been valued.

7.5  Designation of Beneficiaries.

     Each Participant will have the right, at any time, to designate one or more
     persons or an entity as a Beneficiary (joint, primary or secondary) to whom
     his benefits under this Plan will be paid if he dies before his Account has
     been completely distributed.  Each Beneficiary designation must be in a
     written form prescribed by the Committee and will be effective only when
     filed with the Committee during the Participant's lifetime.  Designation by
     a married Participant of a Beneficiary other than his spouse will not be
     effective unless the spouse executes a written consent that acknowledges
     the effect of the designation and is witnessed by a notary public, or
     unless the consent cannot be obtained because the spouse cannot be located.

7.6  Amendments of Beneficiary Designations.

     Except as provided below, any designation of Beneficiary other than the
     Participant's spouse may be changed by a Participant without the consent of
     that Beneficiary, merely by the Participant's filing a new designation with
     the Committee.  The filing of a new designation will cancel all
     designations previously filed.

7.7  Change in Marital Status.

     If the Participant's marital status changes after he has designated a
     Beneficiary, the following rules will apply.

     (a)  If the Participant is married at death but was unmarried when the
          designation was made, the designation will be void unless the spouse
          has consented to it in the manner described in Section 7.5 or is the
          Beneficiary named in the designation.

     (b)  If the Participant is unmarried at death but was married when the
          designation was made:

          (i)  the designation will be void if the spouse was named as
               Beneficiary; and

          (ii) the designation will remain valid if a Beneficiary other than the
               individual to whom the Participant was married at the time of the
               designation was named.

                                       13
<PAGE>

     (c)  If the Participant was married when the designation was made and is
          married to a different spouse at death, the designation will be void
          unless the new spouse has consented to it in the manner described in
          Section 7.5, or unless the individual who is the Participant's spouse
          at the Participant's death was named as the Beneficiary.

7.8  No Beneficiary Designation.

     If any Participant fails to designate a Beneficiary in the manner provided
     above, or if the Beneficiary designated by a deceased Participant dies
     before the Participant or before complete distribution of the Participant's
     benefits, the Participant's Beneficiary will be the person in the first of
     the following classes in which there is a survivor:

     (a)  the Participant's surviving spouse;

     (b)  the Participant's children in equal shares, except that if any of the
          children predeceases the Participant but leaves issue surviving, then
          such issue will take by right of representation the share the parent
          would have taken if living; and

     (c)  the Participant's estate.

7.9  Unclaimed Benefits.

     If the Committee is unable to locate the Participant or beneficiary to whom
     a benefit is payable, the benefit will be forfeited to the Employer or
     Employers who made the contributions on behalf of the Participant, if the
     Committee so decides.  Notwithstanding the foregoing, if after any such
     forfeiture the Participant or beneficiary to whom the benefit was payable
     makes a valid claim for the benefit, it will be paid by the Employer or
     restored to the Plan by the Employer.

7.10 Hardship Withdrawals.

     A Participant may apply in writing to the Committee for, and the Committee
     may permit, a hardship withdrawal of all or any part of a Participant's
     Account, valued as of the Accounting Date immediately following the date
     the application is made.  The Committee will grant a hardship withdrawal
     under this Section 7.10 only if it determines in its sole and absolute
     discretion that the Participant has incurred a severe financial hardship
     resulting from a sudden and unexpected illness or accident of the
     Participant or of the Participant's dependent (as defined in Section 152(a)
     of the Code), a loss of the Participant's property due to casualty, or
     another similar extraordinary and unforeseeable set of circumstances
     arising as a result of events beyond the control of the Participant, as
     determined by the Committee.  The amount that may be withdrawn will be
     limited to the amount reasonably necessary to relieve the hardship or
     financial emergency upon which the request is based, plus the federal and
     state taxes due on the withdrawal, as determined by the Committee.  The
     Committee may require a Participant who requests a hardship withdrawal to
     submit evidence the Committee, in its sole discretion, deems necessary or
     appropriate to substantiate the hardship withdrawal request.  A Participant
     who receives a

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<PAGE>

      hardship withdrawal under this Section 7.10 will not be eligible to make
      Pre-tax Contributions until the first day of the next Plan Year.

7.11  Withholding.

      All contributions, hypothetical earnings (if any) on contributions and
      distributions under this Plan will be subject to legally required income
      and employment tax withholding.

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<PAGE>

                                 ARTICLE VIII
                                ADMINISTRATION


8.1  Committee.

     The Plan will be administered by a Committee, which will consist of the
     members of the Company Stock Option Advisory Committee of the Board.  The
     Committee will be responsible for the general operation and administration
     of the Plan and for carrying out its provisions.  The Committee may
     delegate certain of its responsibilities under the Plan to others,
     including officers and employees of the Employers, advisors and individuals
     qualified to undertake Plan ministerial duties, so long as the delegation
     is in writing.  No member of the Committee who is a Participant may
     participate in any matter relating to his status as a Participant or his
     rights or entitlement to benefits as a Participant.

8.2  General Powers of Administration.

     The Committee will have all powers necessary or appropriate to enable it to
     carry out its administrative duties.  Not in limitation, but in
     illustration of the foregoing, the Committee will have discretionary
     authority to construe and interpret the Plan and determine all questions
     that may arise hereunder as to the status and rights of Employees,
     Participants, Beneficiaries and others.  The Committee may exercise its
     powers in its sole and absolute discretion.  The Committee may promulgate
     such regulations as it deems appropriate for the operation and
     administration of the Plan.  No member of the Committee will be personally
     liable for any actions taken by the Committee unless the member acted with
     willful misconduct.

8.3  Indemnification of Committee.

     The Company will indemnify the members of the Committee against any and all
     claims, losses, damages and expenses, including attorney's fees, incurred
     by them, and against any liability, including any amounts paid in
     settlement with their approval, arising from their action or failure to
     act, except when the action or failure to act is judicially determined to
     be attributable to the members' gross negligence or willful misconduct.

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<PAGE>

                                  ARTICLE IX
                           DETERMINATION OF BENEFITS,
                      CLAIMS PROCEDURE AND ADMINISTRATION


9.1  Claims.

     A person who believes that he is being denied a benefit to which he is
     entitled under the Plan may file a written request for the benefit with the
     Committee, setting forth his claim.  The request must be addressed to the
     Committee at the Company at its then principal place of business.

9.2  Claim Decision.

     Upon receipt of a claim, the Committee will advise the claimant that a
     reply will be forthcoming within ninety days and will, in fact, deliver its
     reply within that period.  The Committee may, however, extend the reply
     period for an additional ninety days for reasonable cause, so long as it
     gives the claimant advance notice of the need for an extension.

     If the Committee denies the claim in whole or in part, the Committee will
     adopt a written opinion, using language calculated to be understood by the
     claimant, setting forth:

     (a)  the specific reason or reasons for the denial;

     (b)  specific references to the Plan provisions on which the denial is
          based;

     (c)  a description of any additional material or information necessary for
          the claimant to perfect his claim and an explanation why the material
          or information is necessary;

     (d)  appropriate information as to the steps to be taken if the claimant
          wishes to submit the claim for review; and

     (e)  the time limits for requesting a review under Section 9.3 and for
          review under Section 9.4 hereof.

9.3  Request for Review.

     Within sixty days after the Claimant receives the written opinion described
     above, he may request in writing that the Secretary of the Company (the
     "Secretary") review the Committee's determination.  The request must be
     addressed to the Secretary of the Company at its then principal place of
     business.  The claimant or his duly authorized representative may, but need
     not, review the pertinent documents and submit issues and comments in
     writing for consideration by the Secretary.  If the claimant does not
     request a review of the Committee's determination within sixty days after
     receiving the Committee's opinion, he will be barred and stopped from
     challenging the Committee's determination.

                                       17
<PAGE>

9.4  Review of Decision.

     Within sixty days after the Secretary's receipt of a request for review, he
     will review the Committee's determination.  After considering all materials
     presented by the claimant, the Secretary will render a written opinion,
     written in a manner calculated to be understood by the claimant, setting
     forth the specific reasons for the decision and containing specific
     references to the provisions of the Plan on which the decision is based.
     If special circumstances require that the sixty-day time period be
     extended, the Secretary will notify the claimant and will render the
     decision as soon as possible, but no later than 120 days after receipt of
     the request for review.

9.5  Discretionary Authority.

     The Committee and Secretary will have complete discretionary authority to
     determine a claimant's entitlement to benefits upon his claim or his
     request for review of a denied claim, respectively.

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<PAGE>

                                   ARTICLE X
                                 MISCELLANEOUS


10.1  Plan Not a Contract of Employment.

      The adoption and maintenance of the Plan will not be or be deemed to be a
      contract between the Company and any person, or to be consideration for
      the employment of any person. Nothing in this Plan will give or be deemed
      to give any person the right to be retained in the employ of an Employer
      or the right to restrict an Employer's right to discharge any person at
      any time; nor will the Plan give or be deemed to give an Employer the
      right to require any person to remain in the employ of the Employer, or to
      restrict any person's right to terminate his employment at any time.

10.2  Non-Assignability of Benefits.

      No Participant, Beneficiary or distributee of benefits under the Plan will
      have any power or right to transfer, assign, anticipate, hypothecate or
      otherwise encumber any part or all of the amounts payable hereunder, which
      are expressly declared to be unassignable and non-transferable. Any such
      attempted assignment or transfer will be void. No amount payable under the
      Plan will, prior to actual payment thereof, be subject to seizure by any
      creditor of any Participant, Beneficiary or other distributee for the
      payment of any debt, judgment, or other obligation, by a proceeding at law
      or in equity, nor transferable by operation of law in the event of the
      bankruptcy, insolvency or death of a Participant, Beneficiary or other
      distributee hereunder.

10.3  Amendment and Termination.

      The Board (or any person authorized by the Board) may from time to time,
      in its discretion, amend, in whole or in part, any or all of the
      provisions of the Plan; provided, however, that no amendment may be made
      which would impair the rights of a Participant to amounts already
      allocated to his Account. The Board may terminate the Plan at any time. If
      the Plan is terminated, the balance in a Participant's Account will be
      paid to the Participant or his Beneficiary in a lump sum or in equal
      monthly installments, as determined by the Committee.

10.4  Unsecured General Creditor Status Of Employee.

      The payments to a Participant, his Beneficiary or any other distributee
      hereunder will be made from assets which will continue, for all purposes,
      to be a part of the general, unrestricted assets of the Employers; no
      person will have nor acquire any interest in any such assets by virtue of
      the provisions of this Agreement. An Employer's obligation hereunder will
      be an unfunded and unsecured promise to pay money in the future. To the
      extent that the Participant, a Beneficiary, or other distributee acquires
      a right to receive payments from the Employer under the provisions hereof,
      such right will be no greater than the right of any unsecured general
      creditor of the Employer; no such person will have nor require any legal
      or equitable right, interest or claim in or to any property or assets of

                                       19
<PAGE>

      the Employer. If, in its discretion, the Employer purchases an insurance
      policy or policies insuring the life of the Participant (or any other
      property), or establishes a grantor trust, to allow the Employer to
      recover the cost of providing the benefits, in whole, or in part,
      hereunder, neither the Participant, his Beneficiary nor any other
      distributee will have nor acquire any rights whatsoever therein or in the
      proceeds therefrom. The Employer will be the sole owner and beneficiary of
      any such insurance policy or policies and, as such, will possess and may
      exercise all incidents of ownership therein. Except as described in
      Section 1.4, no such policy, policies or other property will be held in
      any trust for a Participant, Beneficiary or other distributee or held as
      collateral security for any obligation of an Employer hereunder.

10.5  Severability.

      If any provision of this Plan is held to be illegal or invalid for any
      reason, the illegality or invalidity will not affect the remaining
      provisions hereof; instead, each provision will be fully severable and the
      Plan will be construed and enforced as if the illegal or invalid provision
      had never been included in it.

10.6  Governing Laws.

      All provisions of the Plan will be construed in accordance with the laws
      of Illinois, except to the extent preempted by federal law.

10.7  Binding Effect.

      This Plan will be binding on each Participant and his heirs and legal
      representatives and on the Employers and their successors and assigns.

10.8  Entire Agreement.

      This document and any amendments contain all the terms and provisions of
      the Plan and will constitute the entire Plan, any other alleged terms or
      provisions being of no effect.

                          *            *            *


          IN WITNESS WHEREOF, the Company has caused this Plan to be executed on
the _______________ day of October, 1997.

                                            FIRST OAK BROOK BANCSHARES, INC.


                                            By:______________________________

                                            Title:_____________________________

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