Exhibit 10.10

                           DEFERRED BENEFIT AGREEMENT
                                    BETWEEN
                          THE ZIEGLER COMPANIES, INC.
                                      AND
                                JOHN J. MULHERIN

     THIS AGREEMENT, effective as of March 19, 2002 (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 and by paying Executive a special recognition award, also 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 and Special Recognition Award.  As of the
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          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.  In addition, as of the Effective
          Date, the Company shall recognize an obligation to pay to the
          Executive, in accordance with Section 2 of the Agreement, a special
          recognition award of $55,000 (the "Special Recognition Award"), as of
          January 31, 2005.

     2.   Issuance of Deferred Restricted Stock and Payment of Special
          ------------------------------------------------------------
          Recognition Award.  Effective as of January 31, 2005, the Company
          -----------------
          shall issue to the Executive the Deferred Restricted Stock, and shall
          pay to the Executive the Special Recognition Award, 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.  The Special Recognition Award promised under
          Section 1 of this Agreement shall be paid to the Executive in a single
          sum on January 31, 2005.  Notwithstanding the foregoing, the Deferred
          Restricted Stock and Special Recognition Award promised under Section
          1 of this Agreement shall be issued or paid, whichever is applicable,
          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 by the Company and
          all affiliates, or upon a "change of control" of the Company, if such
          death, disability, termination of employment by the Company and all
          affiliates, 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
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          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 and/or the Special Recognition Award 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 or
          Special Recognition Award.  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 and cash benefits under this
          Agreement in the event of the Executive's death prior to issuance or
          payment, whichever is applicable.  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 and Special Recognition Award to be paid after the death of the
          Executive shall be issued and paid 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
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          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
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          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.
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          (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 and the
               payment of the Special Recognition Award hereunder.

          (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
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          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
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          Restricted Stock or to pay the Special Recognition Award, nor the
          issuance or payment of such Deferred Restricted Stock and Special
          Recognition Award 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
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          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 and
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          the payment of the Special Recognition Award 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
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          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 4th
day of June, 2002, to be effective as of the Effective Date first above written.

                                   THE ZIEGLER COMPANIES, INC.

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

                                   Title:  Sr. VP & Gen Counsel
                                           ---------------------

                                   EXECUTIVE:

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