0000950137-05-003119 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • March 16th, 2005 • Wintrust Financial Corp • State commercial banks • Illinois

This Employment Agreement (the “Agreement”) is made by and between WINTRUST FINANCIAL CORPORATION (“Wintrust”), a bank holding company, and , an individual resident in the State of (“Executive”) as of , 200 .

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EMPLOYMENT AGREEMENT
Employment Agreement • March 16th, 2005 • Wintrust Financial Corp • State commercial banks • Illinois

This Employment Agreement (the “Agreement”) is made by and between WINTRUST FINANCIAL CORPORATION (“Employer”), a bank holding company, and , an individual resident in the State of Illinois (“Executive”) as of January 26, 2005.

WINTRUST FINANCIAL CORPORATION RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • March 16th, 2005 • Wintrust Financial Corp • State commercial banks • Illinois

This Restricted Stock Unit Award Agreement (herein called the “Agreement”) is made and entered into as of January 25, 2005, 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 Stock Incentive Plan (the “Plan”). Except as defined herein, capitalized terms shall have the same meanings ascribed to them under the Plan.

FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AGREEMENT
Loan Agreement • March 16th, 2005 • Wintrust Financial Corp • State commercial banks • Illinois

THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AGREEMENT dated as of April 30, 2004 (this “Amendment”), is between WINTRUST FINANCIAL CORPORATION, an Illinois corporation (the “Borrower”), and BANK NATIONAL ASSOCIATION, a national banking association (the “Bank”).

WINTRUST FINANCIAL CORPORATION NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • March 16th, 2005 • 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”).

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