Exhibit 10.20

                   2003 DEFERRED RESTRICTED STOCK AGREEMENT
                                   BETWEEN
                          THE ZIEGLER COMPANIES, INC.
                                     AND
                               JOHN J. MULHERIN


      THIS AGREEMENT, effective as of March 17, 2003 (the "Effective Date"),
is by and between The Ziegler Companies, Inc., a Wisconsin corporation (the
"Company") and John J. Mulherin (the "Executive"), parties to this Agreement.

                                   RECITALS

      WHEREAS, the Executive is a key employee performing valuable services
for a wholly owned subsidiary of the Company, and the Company desires to
retain the Executive in such service; and

      WHEREAS, it is to the mutual benefit of both parties to this Agreement
that the relationship continue and that the Executive continue to contribute
to the operation of the Company's affiliate, and

      WHEREAS, the Company desires to reward the Executive for his past
service, loyalty and counsel, and wishes to provide an inducement to encourage
Executive's continued efforts on behalf of the Company's affiliate by agreeing
to issue shares of the Company's common stock to the Executive as of
January 31, 2005.

                                   AGREEMENT

      NOW, THEREFORE, the Company and the Executive agree, in consideration of
the mutual promises set forth in this Agreement, as follows:

      1.    Deferred Restricted Stock Promise.  As of the Effective Date, the
            Company shall recognize an obligation to issue to the Executive,
            in accordance with Section 2 of the Agreement, 5,000 shares of the
            Company's common stock (the "Deferred Restricted Stock"), as of
            January 31, 2005.

      2.    Issuance of Deferred Restricted Stock.  Effective as of January
            -------------------------------------
            31, 2005, the Company shall issue to the Executive the Deferred
            Restricted Stock promised under Section 1 of the Agreement.  The
            issuance of such Deferred Restricted Stock to the Executive shall
            occur in a single issuance of shares on January 31, 2005.
            Notwithstanding the foregoing, the Deferred Restricted Stock
            promised under Section 1 of this Agreement shall be issued to the
            Executive (or in the event of the Executive's death, to the
            Executive's designated beneficiary) as soon as practicable after
            the Executive's death, disability (as defined in Section 22(e)(3)
            of the Internal Revenue Code), termination of employment with the
            Company and all affiliates or upon a "change of control" of the
            Company, if such death, disability, termination of employment or
            "change of control" occurs before January 31, 2005.  For this
            purpose, "change of control" means:  (a) a sale of over 50% of the
            stock of the Company measured in terms of voting power, other than
            in a public offering or in connection with the acquisition by the
            Company of a business filing reports under Section 13 or 15(d) of
            the Securities Exchange Act of 1934; or (b) the sale by the
            Company of over 50% of its business or assets in one or more
            transactions over a consecutive 12 month period; or (c) a merger
            or consolidation by the Company with or into any other corporation
            or entity such that the Company's shareholders prior to the
            transaction or transactions do not own at least 50% of the
            surviving entity measured in terms of voting power.

            At the Company's option, the Shares of Deferred Restricted Stock
            to be issued to the Executive under this Agreement may be
            authorized but as yet unissued shares, treasury shares or shares
            of the Company's common stock acquired on the open market.

      3.    No Trust Created.  Nothing in this Agreement, and no action taken
            ----------------
            pursuant to the provisions of this Agreement, shall create or be
            construed to create a trust of any kind, or a fiduciary
            relationship between the Company and the Executive, his designated
            beneficiary or any other person.  The right of any person to
            receive Deferred Restricted Stock under the provisions of this
            Agreement shall be an unsecured claim against the Company, and no
            person shall by virtue of the provisions of this Agreement have
            any interest in such Deferred Restricted Stock.  To the extent
            that any person acquires a right to receive benefits under this
            Agreement, such right shall be no greater than the right of any
            unsecured general creditor of the Company.

      4.    Designated Beneficiary.  The Executive shall designate one or more
            ----------------------
            beneficiaries to receive any stock benefits under this Agreement
            in the event of the Executive's death prior to issuance.  The
            Executive may change the designated beneficiary at any time by
            filing a new beneficiary designation with the Company in a form as
            prescribed by the Company.  The beneficiary designation form on
            file with the Company at the Executive's death shall be
            controlling.  If the Executive fails to validly designate a
            beneficiary, any Deferred Restricted Stock to be issued after the
            death of the Executive shall be issued to the Executive's estate.

      5.    Assignment Prohibited.  The benefits promised hereunder may not be
            ---------------------
            sold, transferred, pledged, assigned or otherwise alienated or
            hypothecated, other than by will or by the laws of descent and
            distribution.

      6.    Dividends, Other Distributions.  Prior to the issuance of Deferred
            ------------------------------
            Restricted Stock hereunder, the Company shall make cash payments
            to the Executive in amounts equal to the dividends the Executive
            would have been entitled to receive had he been the actual owner
            of 5,000 shares of the Company's common stock.  Such cash payments
            will be made at approximately the same time as dividends are paid
            on the Company's common stock.  Except as provided in this Section
            6 and except as provided in Section 9, prior to the issuance of
            the Deferred Restricted Stock, the Executive shall be entitled to
            no other distributions which may be paid with respect to the
            Company's common stock.

      7.    Binding Agreement.  This Agreement constitutes the entire
            -----------------
            agreement between the parties, may be amended only in writing with
            the consent of both parties, and shall be binding upon the parties
            hereto, their heirs, executors, administrators, successors and
            assigns, including any successor of the Company resulting from a
            direct or indirect purchase, merger, consolidation, or otherwise,
            of all or substantially all of the business and/or assets of the
            Company.



      8.    Withholding.
            -----------

            (a)   The Company shall have the power and the right to deduct or
                  withhold, or require the Executive to remit to the Company,
                  an amount sufficient to satisfy federal, state and local
                  taxes (including the Executive's FICA obligations) required
                  by law to be withheld with respect to any taxable event
                  occurring in connection with the issuance of Deferred
                  Restricted Stock.

            (b)   With respect to any withholding required upon the issuance
                  of Deferred Restricted Stock, the Executive may elect,
                  subject to the approval of the Company, to satisfy the
                  withholding requirement, in whole or in part, by having the
                  Company withhold shares of Deferred Restricted Stock having
                  a Fair Market Value on the date the tax is to be determined
                  equal to the minimum statutory tax liability which could be
                  imposed on the transaction.  Any election shall be
                  irrevocable, made in writing, and signed by the Executive.

      9.    Adjustments in Deferred Restricted Stock Shares.  In the event of
            -----------------------------------------------
            any merger, reorganization, consolidation, recapitalization,
            separation, liquidation, partial liquidation, stock dividend,
            extra-ordinary dividend, split-up, spin-off, share combination, or
            other change in the corporate structure of the Company which
            affects the Company's common stock, an appropriate and equitable
            adjustment shall be made in the number of shares of Deferred
            Restricted Stock, to prevent dilution or enlargement of rights and
            to preserve the benefit of the Agreement to the Company and the
            Executive.

     10.    Impact on Other Benefits.  Neither the promise to issue Deferred
            ------------------------
            Restricted Stock, nor the issuance of such Deferred Restricted
            Stock under this Agreement, shall be taken into account in
            determining the Executive's benefits under any other pension,
            profit sharing, deferred compensation or welfare benefit plan or
            program maintained by the Company or any affiliate, unless
            specifically provided to the contrary in such other plan or
            program.

     11.    Executive's Employment.  Nothing in this Agreement shall interfere
            ----------------------
            with or limit in any way the right of the Company or any affiliate
            to terminate the Executive's employment at any time, nor confer
            upon the Executive any right to continue in the employ of the
            Company for any given period or upon any specific terms or
            conditions.

     12.    Governing Law.  This Agreement shall be construed in accordance
            -------------
            with and governed by the internal laws of the State of Wisconsin
            to the extent not preempted by federal law.

     13.    Requirements of Law.  The issuance of Deferred Restricted Stock
            -------------------
            under this Agreement shall be subject to all applicable laws,
            rules, and regulations, and to any approvals by governmental
            agencies or national securities exchanges as may be required, and
            the parties shall make a good faith effort to implement this
            Agreement in compliance with such applicable laws, rules,
            regulations and approvals.

     14.    Accounting Treatment.  The parties intend that the issuance of
            --------------------
Deferred Restricted Stock under this Agreement result in fixed, rather than
variable, accounting treatment to the Company and shall implement this
Agreement in a manner consistent with such intent.

      IN WITNESS WHEREOF, the parties have executed this Agreement on this
17th day of March, 2003, to be effective as of the Effective Date first above
written.

                                          THE ZIEGLER COMPANIES, INC.



                                          By:  /s/ Charles O'Meara
                                              --------------------------
                                                   Charles O'Meara

                                          Title:  Senior Vice President,
                                          General Counsel and Secretary





                                          EXECUTIVE:

                                          /s/  John J. Mulherin
                                          ------------------------------
                                                   John J. Mulherin