Common use of Confirmation of the Agreement Clause in Contracts

Confirmation of the Agreement. Except as amended hereby, the ----------------------------- Agreement shall remain in full force and effect and is hereby ratified and confirmed in all respects. LASALLE NATIONAL BANK WINTRUST FINANCIAL CORPORATION By: By: Its: Its: Exhibit A-2 ----------- REPLACEMENT REVOLVING NOTE $30,000,000 Dated: September 1, 1997 FOR VALUE RECEIVED, WINTRUST FINANCIAL CORPORATION, an Illinois corporation (the "Maker") promises to pay to the order of LASALLE NATIONAL BANK, a national banking association (the "Bank") the lesser of: the principal sum of THIRTY MILLION DOLLARS ($30,000,000), or the aggregate unpaid principal amount outstanding under the Loan Agreement dated September 1, 1996 (as amended from time to time, the "Loan Agreement") between the Bank and the Maker at the maturity or maturities and in the amount or amounts as stated on the records of the Bank together with interest (computed on actual days elapsed on the basis of a 360 day year) on any and all principal amounts outstanding hereunder from time to time from the date hereof until maturity. Interest shall be payable at the rates of interest and the times set forth in the Loan Agreement. In no event shall any principal amount have a maturity later than September 1, 1998. This Note shall be available for direct advances. Principal and interest shall be paid to the Bank at its office at 135 South LaSalle Street, Chicago, Xxxxxxxx 00000, xx xx xxxx xxxxx xxxxx xx xxx xxxder of this Note may designate in writing to the Maker. This Note may be prepaid in whole or in part as provided for in the Loan Agreement. This Note evidences indebtedness incurred under the Loan Agreement, to which reference is hereby made for a statement of the terms and conditions under which the due date of the Note or any payment thereon may be accelerated. The holder of this Note is entitled to all of the benefits provided for in the Loan Agreement. The Maker agrees that in action or proceeding instituted to collect or enforce collection of this Note, the amount on the Bank's records shall be conclusive and binding evidence, absent demonstrable error, of the unpaid principal balance of this Note. This Note is in replacement and substitution of, but not repayment for, a Revolving Note of the Borrower dated September 1, 1997 in the principal amount of $25,000,000 and is in no way intended to constitute a novation therefor. WINTRUST FINANCIAL CORPORATION By: Its:

Confirmation of the Agreement. Except as amended hereby, the ----------------------------- Agreement shall remain in full force and effect and is hereby ratified and confirmed in all respects. LASALLE NATIONAL BANK WINTRUST FINANCIAL CORPORATION By: By: Its: Its: Exhibit A-2 ----------- A-3 REPLACEMENT REVOLVING NOTE $30,000,000 40,000,000 Dated: September 1, 1997 1998 FOR VALUE RECEIVED, WINTRUST FINANCIAL CORPORATION, an Illinois corporation (the "Maker") promises to pay to the order of LASALLE NATIONAL BANK, a national banking association (the "Bank") the lesser of: of the principal sum of THIRTY FORTY MILLION DOLLARS ($30,000,00040,000,000), or the aggregate unpaid principal amount outstanding under the Loan Agreement dated September 1, 1996 (as amended from time to time, the "Loan Agreement") between the Bank and the Maker at the maturity or maturities and in the amount or amounts as stated on the records of the Bank together with interest (computed on actual days elapsed on the basis of a 360 day year) on any and all principal amounts outstanding hereunder from time to time from the date hereof until maturity. Interest shall be payable at the rates of interest and the times set forth in the Loan Agreement. In no event shall any principal amount have a maturity later than September 1, 19981999. This Note shall be available for direct advances. Principal and interest shall be paid to the Bank at its office at 135 South LaSalle Street000 Xxxxx XxXxxxx Xxxxxx, ChicagoXxxxxxx, Xxxxxxxx 00000, xx xx xxxx xxxxx xxxxx xx xxx xxxder or. at such other place as the holder of this Note may designate in writing to the Maker. This Note may be prepaid in whole or in part as provided for in the Loan Agreement. This Note evidences indebtedness incurred under the Loan Agreement, to which reference is hereby made for a statement of the terms and conditions under which the due date of the Note or any payment thereon may be accelerated. The holder of this Note is entitled to all of the benefits provided for in the Loan Agreement. The Maker agrees that in action or proceeding instituted to collect or enforce collection of this Note, the amount on the Bank's records shall be conclusive and binding evidence, absent demonstrable error, of the unpaid principal balance of this Note. This Note is in replacement and substitution of, but not repayment for, a Revolving Note of the Borrower dated September 1, 1997 in the principal amount of $25,000,000 30,000,000 and is in no way intended to constitute a novation therefor. WINTRUST FINANCIAL CORPORATION By: ______________________________ Its:: ______________________________ August 13, 1998 90995-1

Confirmation of the Agreement. Except as amended hereby, the ----------------------------- Agreement shall remain in full force and effect and is hereby ratified and confirmed in all respects. LASALLE NATIONAL BANK WINTRUST FINANCIAL CORPORATION ST. PAUL XXXCORP, INC. By: By: ---------------------- ----------------------- Its: Its: ---------------------- ----------------------- 4 Exhibit A-2 ----------- REPLACEMENT A-1 REVOLVING NOTE $30,000,000 20,000,000 Dated: September 1October 15, 1997 1996 FOR VALUE RECEIVED, WINTRUST FINANCIAL CORPORATIONST. PAUL XXXCORP, an Illinois INC., a Delaware corporation (the "Maker") promises to pay to the order of LASALLE NATIONAL BANK, a national banking association (the "Bank") the lesser of: the principal sum of THIRTY TWENTY MILLION DOLLARS ($30,000,00020,000,000), or the aggregate unpaid principal amount outstanding under the Revolving Loan Agreement dated September 115, 1996 1995 (as amended from time to time, the "Loan Agreement") between the Bank and the Maker at the maturity or maturities and in the amount or amounts as stated on the records of the Bank together with interest (computed on actual days elapsed on the basis of a 360 day year) on any and all principal amounts outstanding hereunder from time to time from the date hereof until maturity. Interest shall be payable at the rates of interest and the times set forth in the Loan Agreement. In no event shall any principal amount have a maturity later than September 1the Revolving Credit Termination Date, 1998as that term is defined in the Loan Agreement. This Note shall be available for direct advances. Principal and interest shall be paid to the Bank at its office at 135 South LaSalle StreetXxxxx XxXxxxx Xxxxxx, ChicagoXxxxxxx, Xxxxxxxx 00000, xx xx xxxx xxxxx xxxxx xx xxx xxxder at such other place as the holder of this Note may designate in writing to the Maker. This Note may be prepaid in whole or in part as provided for in the Loan Agreement. This Note evidences indebtedness incurred under the Loan Agreement, to which reference is hereby made for a statement of the terms and conditions under which the due date of the Note or any payment thereon may be accelerated. The holder of this Note is entitled to all of the benefits provided for in the Loan Agreement. The Maker agrees that in action or proceeding instituted to collect or enforce collection of this Note, the amount on the Bank's records shall be conclusive and binding evidence, absent demonstrable error, of the unpaid principal balance of this Note. This Note note is in substitution and replacement and substitution of, but not repayment for, a Revolving Note of the Borrower Maker to the Bank dated September 115, 1997 1995 in the principal amount of $25,000,000 20,000,000 and is in no way intended to constitute as a novation therefor. WINTRUST FINANCIAL CORPORATION By: Its:.

Confirmation of the Agreement. Except as amended -------------------------------ss hereby, the ----------------------------- Agreement shall remain in full force and effect and is hereby ratified and confirmed in all respects. LASALLE BANK NATIONAL BANK ASSOCIATION WINTRUST FINANCIAL CORPORATION By: By: /s/ Xxxxx X. Xxxxxxx -------------------------------------- ----------------------------- Its: Its: Exhibit A-2 ----------- :Excutive Vice President & CFO -------------------------------------- ----------------------------- EXHIBIT A-5 TO THE FIFTH AMENDMENT TO LOAN AGREEMENT ---------------------------------------------------- REPLACEMENT REVOLVING NOTE $30,000,000 40,000,000 Dated: September 1August 30, 1997 2000 FOR VALUE RECEIVED, WINTRUST FINANCIAL CORPORATION, an Illinois corporation (the "Maker") promises to pay to the order of LASALLE BANK NATIONAL BANKASSOCIATION, a national banking association (the "Bank") the lesser of: the principal sum of THIRTY FORTY MILLION DOLLARS ($30,000,00040,000,000), or the aggregate unpaid principal amount outstanding under the Loan Agreement dated September 1August 30, 1996 (as amended from time to time, the "Loan Agreement") between the Bank and the Maker at the maturity or maturities and in the amount or amounts as stated on the records of the Bank together with interest (computed on actual days elapsed on the basis of a 360 day year) on any and all principal amounts outstanding hereunder from time to time from the date hereof until maturity. Interest shall be payable at the rates of interest and the times set forth in the Loan Agreement. In no event shall any principal amount have a maturity later than September 1August 30, 19982001. This Note shall be available for direct advances. Principal and interest shall be paid to the Bank at its office at 135 South LaSalle Street000 Xxxxx XxXxxxx Xxxxxx, ChicagoXxxxxxx, Xxxxxxxx 00000, xx xx xxxx xxxxx xxxxx xx xxx xxxder or at such other place as the holder of this Note may designate in writing to the Maker. This Note may be prepaid in whole or in part as provided for in the Loan Agreement. This Note evidences indebtedness incurred under the Loan Agreement, to which reference is hereby made for a statement of the terms and conditions under which the due date of the Note or any payment thereon may be accelerated. The holder of this Note is entitled to all of the benefits provided for in the Loan Agreement. The Maker agrees that in action or proceeding instituted to collect or enforce collection of this Note, the amount on the Bank's records shall be conclusive and binding evidence, absent demonstrable error, of the unpaid principal balance of this Note. This Note is in replacement and substitution of, but not repayment for, a Revolving Note of the Borrower dated September 1August 30, 1997 1999 in the principal amount of $25,000,000 40,000,000 and is in no way intended to constitute a novation therefor. WINTRUST FINANCIAL CORPORATION By: ---------------------------------------------- Its:: ----------------------------------------------