WINTRUST FINANCIAL CORPORATION (an Illinois corporation) 110,000 SharesPurchase Agreement • March 19th, 2012 • Wintrust Financial Corp • State commercial banks • New York
Wintrust Financial Corporation, an Illinois corporation (the “Company”) confirms its agreement with RBC Capital Markets, LLC (“RBC”), and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom RBC and Merrill Lynch, Pierce, Fenner & Smith Incorporated are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of 5.00% Non-Cumulative Perpetual Convertible Preferred Stock, Series C of the Company (the “Preferred Stock”) set forth in Schedule A hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 16,500 additional shares of Preferred Stock to cover overallot
