0000950137-05-013546 Sample Contracts

FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AGREEMENT
Loan Agreement • November 9th, 2005 • Wintrust Financial Corp • State commercial banks • Illinois

THIS FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AGREEMENT dated as of July 20, 2005 (this “Amendment”), is between WINTRUST FINANCIAL CORPORATION, an Illinois corporation (the “Borrower”), and LASALLE BANK NATIONAL ASSOCIATION, a national banking association (the “Bank”).

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AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT
Pledge and Security Agreement • November 9th, 2005 • Wintrust Financial Corp • State commercial banks • Illinois

This AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT (the “Pledge Agreement”) dated as of May 29, 2005, is made by WINTRUST FINANCIAL CORPORATION, an Illinois corporation (the “Pledgor”), whose address is 727 North Bank Lane, Lake Forest, Illinois 60045, for the benefit of LASALLE BANK NATIONAL ASSOCIATION, a national banking association (the “Bank”), whose address is 135 South LaSalle Street, Chicago, Illinois 60603.

REVOLVING NOTE
Wintrust Financial Corp • November 9th, 2005 • State commercial banks

This Note evidences indebtedness incurred under the Second Amended and Restated Loan Agreement dated as of April 30,2003, as amended from time to time, between the Maker and the Bank, 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.

AMENDED AND RESTATED NOTE
Wintrust Financial Corp • November 9th, 2005 • State commercial banks

This Note evidences indebtedness incurred under the Loan Agreement dated April 30, 2003 between the Maker and the Bank, 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.

AMENDED AND RESTATED COLLATERAL SAFEKEEPING AGREEMENT
Collateral Safekeeping Agreement • November 9th, 2005 • Wintrust Financial Corp • State commercial banks

THIS AMENDED AND RESTATED COLLATERAL SAFEKEEPING AGREEMENT (this “Agreement”) dated as of the 29th day of May, 2005, is entered into by WINTRUST FINANCIAL CORPORATION (the “Borrower”), LASALLE BANK NATIONAL ASSOCIATION, a national banking association (the “Bank”), and STANDARD FEDERAL BANK, N.A., a national banking association (the “Custodian”).

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AGREEMENT
Loan Agreement • November 9th, 2005 • Wintrust Financial Corp • State commercial banks • Illinois

THIS THIRD AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AGREEMENT dated as of May 29, 2005 (this “Amendment”), is between WINTRUST FINANCIAL CORPORATION, an Illinois corporation (the “Borrower”), and LASALLE BANK NATIONAL ASSOCIATION, a national banking association (the “Bank”).

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