0000950123-08-018371 Sample Contracts

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • December 24th, 2008 • Wintrust Financial Corp • State commercial banks • Illinois

This Amended and Restated Employment Agreement (the “Agreement”) is made by and between WINTRUST FINANCIAL CORPORATION (“Wintrust”), a bank holding company, and Richard B. Murphy, an individual resident in the State of Illinois (“Executive”) as of December 19, 2008.

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Insert Name and Address] Dear [Insert Name],
Securities Purchase Agreement • December 24th, 2008 • Wintrust Financial Corp • State commercial banks

Wintrust Financial Corporation (the “Company”) anticipates entering into a Securities Purchase Agreement (the “Participation Agreement”), with the United States Department of Treasury (“Treasury”) that provides for the Company’s participation in the Treasury’s TARP Capital Purchase Program (the “CPP”). If the Company does not participate or if the CPP Covered Period ends, this letter shall be of no further force and effect.

Waiver Agreement
Waiver Agreement • December 24th, 2008 • Wintrust Financial Corp • State commercial banks

In consideration for the benefits I will receive as a result of my employer’s participation in the United States Department of the Treasury’s TARP Capital Purchase Program, I hereby voluntarily waive any claim against the United States or my employer for any changes to my compensation or benefits that are required to comply with the regulation issued by the Department of the Treasury as published in the Federal Register on October 20, 2008.

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