1,643,295 Warrants WINTRUST FINANCIAL CORPORATION (an Illinois Corporation) UNDERWRITING AGREEMENTUnderwriting Agreement • February 14th, 2011 • Wintrust Financial Corp • State commercial banks • New York
The United States Department of the Treasury (the “Selling Security Holder”) proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto, for whom you are acting as representative (the “Representative”), an aggregate of up to 1,643,295 warrants (the “Warrants”) of Wintrust Financial Corporation, an Illinois corporation (the “Company”), representing the right to purchase an aggregate of up to that same number of shares (the “Warrant Shares”) of the Company’s common stock, no par value per share (the “Common Stock”). The respective maximum amounts of the Warrants to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto.
