0000950137-07-003118 Sample Contracts

WINTRUST FINANCIAL CORPORATION RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • March 1st, 2007 • Wintrust Financial Corp • State commercial banks • Illinois

This Restricted Stock Unit Award Agreement (herein called the “Agreement”) is made and entered into as of [ ], by and between Wintrust Financial Corporation, an Illinois corporation (the “Company”), and «NAME» (“Employee”). The Restricted Stock Unit Award (as defined below) is governed by this Agreement and, subject to Paragraph 13(b), below, the Wintrust Financial Corporation 2007 Stock Incentive Plan (the “Plan”). Except as defined herein, capitalized terms shall have the same meanings ascribed to them under the Plan.

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FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AGREEMENT
Loan Agreement • March 1st, 2007 • Wintrust Financial Corp • State commercial banks • Illinois

THIS FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AGREEMENT dated as of June 1, 2006 (this “Amendment”), is between WINTRUST FINANCIAL CORPORATION, an Illinois corporation (the “Borrower”), and LASALLE BANK NATIONAL ASSOCIATION, a national banking association (the “Bank”).

SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 1st, 2007 • Wintrust Financial Corp • State commercial banks • Illinois

THIS SECOND AMENDMENT TO CREDIT AGREEMENT dated as of August 1, 2006 (this “Amendment”), is entered into among WINTRUST FINANCIAL CORPORATION (the “Borrower”) and LASALLE BANK NATIONAL ASSOCIATION (in its individual capacity, “LaSalle”).

EMPLOYMENT AGREEMENT
Employment Agreement • March 1st, 2007 • Wintrust Financial Corp • State commercial banks • Illinois

This Employment Agreement (the “Agreement”) is made by and between Lake Forest Bank & Trust Company (“Employer”), a state chartered bank, and Randolph M. Hibben, an individual resident in the State of Illinois (“Executive”) as of March 25, 2005.

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 1st, 2007 • Wintrust Financial Corp • State commercial banks • Illinois

THIS FIRST AMENDMENT TO CREDIT AGREEMENT dated as of June 1, 2006 (this “Amendment”), is entered into among WINTRUST FINANCIAL CORPORATION (the “Borrower”), the financial institutions that are or may from time to time become parties hereto (together with their respective successors and assigns, the “Lenders”) and LASALLE BANK NATIONAL ASSOCIATION (in its individual capacity, “LaSalle”), and as Administrative Agent for the Lenders.

WINTRUST FINANCIAL CORPORATION NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • March 1st, 2007 • Wintrust Financial Corp • State commercial banks • Illinois

This Nonqualified Stock Option Agreement (“Agreement”) is entered into as of «Date_of_Award», between Wintrust Financial Corporation (hereinafter called the “Company”) and «Name» (hereinafter called “Key Employee”).

THIRD AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 1st, 2007 • Wintrust Financial Corp • State commercial banks • Illinois

THIS THIRD AMENDMENT TO CREDIT AGREEMENT dated as of January 1, 2007 (this “Amendment”), is entered into among WINTRUST FINANCIAL CORPORATION (the “Borrower”) and LASALLE BANK NATIONAL ASSOCIATION (in its individual capacity, “Lender”).

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