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                                                                    EXHIBIT 10.1

                                 FIRST AMENDMENT
                                       OF
                           TAYLOR CAPITAL GROUP, INC.
                           DEFERRED COMPENSATION PLAN


         WHEREAS, Taylor Capital Group, Inc. maintains the Deferred Compensation
Plan; and

         WHEREAS, amendment of the Plan is desired by the Board of Directors;


         NOW, THEREFORE, by virtue of the right of the Board of Directors to
         amend the Plan as described in Section 8.1, the Plan is hereby amended
         by restating Sections 4.3 and 4.6 of the Plan to read as follows:

         4.3 Deferral Limitations. A Participant's Agreement to participate in
         the Plan and to defer Salary, Bonus, or both, shall be subject to the
         following limitations:

                  (a) a Participant may elect to defer no less than five percent
                  (5%) and no more than twenty-five percent (25%) of Salary, in
                  increments of one percentage point (1%); and

                  (b) a Participant's Agreement to defer up to one hundred
                  percent (100%) of Bonus shall be in increments of ten
                  percentage points (10%); and

                  (c) for the Plan Year coincident with the Plan Effective Date,
                  a Participant may elect to defer no less than five percent
                  (5%) nor more than one hundred percent (100)) of Salary, in
                  increments of one percentage point (1%), remaining to be paid
                  in 1994 Plan Year; and

                  (d) any Agreement to defer Salary, Bonus, or both, may not
                  apply to a Plan Year after the 2004 Plan Year; and

                  (e) the Agreement shall be irrevocable upon acceptance by the
                  Company.

         4.6 Annual Company Allocation. The Company shall credit a Company
         Allocation to a Participant's Deferred Benefit Account. The amount of
         the Company Allocation, if any, shall be calculated and determined as
         followed:

                  (a) The Company shall credit a Participant's Deferred Benefit
                  Account with the amount, if any, which is equivalent to
                  reductions of Company contributions under the 401(k)/ESOP
                  caused by the Participant's reduction in Salary and Bonus
                  attributable to participation in this Plan.

                  (b) The Company shall credit a Participant's Deferred Benefit
                  Account with the amount, if any, which is equivalent to the
                  Company contribution which could not be made under the
                  401(k)/ESOP because of:




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                           (1) the dollar limit on contributions under IRC 
                           ss.415(c); and

                           (2) the annual limitation of compensation which can
                           be taken into account under IRC ss.401(a)(17).

                  In order to qualify for the Company Allocation to be credited
                  in accordance with this subsection (b), a Participant must
                  elect (or have elected) either:

                           (1) to defer at least six percent (6%) of 
                           compensation  as a  contribution  to the 401(k)/ESOP,
                           or

                           (2) a percentage amount which would result (but for
                           the limits of IRC ss.402(g)) in a deferral amount
                           which exceeds the maximum dollar amount permitted
                           under IRC ss.402(g).

                  (c) The Company may credit, from time to time, a Participant's
                  Deferred Benefit Account with a discretionary contribution as
                  the Company so determines. Such amount shall vest in
                  accordance with Section 4.7.

         A Company Allocation, if any, made to a Participant's Deferred Benefit
         Account in accordance with this Section shall be credited to his or her
         Deferred Benefit Account at the same time the Company's contributions
         are made (or would have been made) to the 401(k)/ESOP.

This amendment and restatement shall be effective as of January 1, 1999.


                                      * * *


         IN WITNESS WHEREOF, the Company has adopted this TAYLOR CAPITAL GROUP,
INC. DEFERRED COMPENSATION PLAN amendment and restatement to the Plan by signing
on its behalf by a duly authorized officer, this ____ day of ________________, 
1998.


                                               TAYLOR CAPITAL GROUP, INC.

                                               By:                        
                                                  --------------------------
                                                  Its: