EXHIBIT 4.4

                               FIRST AMENDMENT TO
                         WINTRUST FINANCIAL CORPORATION
                            1997 STOCK INCENTIVE PLAN

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                                                                     EXHIBIT 4.4


                               FIRST AMENDMENT TO
                         WINTRUST FINANCIAL CORPORATION
                           1997 STOCK INCENTIVE PLAN


     WHEREAS, Wintrust Financial Corporation (the "Company") maintains the
Wintrust Financial Corporation 1997 Stock Incentive Plan (the "Plan");

     WHEREAS, the Board of Directors and the Shareholders of the Company have
approved a proposal to amend the Plan to increase the number of shares
authorized for issuance thereunder by an additional 450,000 shares of Common
Stock;

     NOW, THEREFORE, the Board of Directors of the Company declares that the
Plan, in accordance with paragraph 9 of the Plan, be and hereby is amended,
effective as of May 25, 2000, as follows:


     By substituting the following for paragraph 5 of the Plan:

               "5.  Stock Subject to the Provisions of this Plan. The stock
          subject to the provisions of this Plan shall be shares of authorized
          but unissued Common Stock. Subject to adjustment in accordance with
          the provisions of Section 10, the total number of shares of Common
          Stock which may be issued under the Plan or with respect to which
          Awards may be granted shall not exceed 2,387,359 shares, including for
          this purpose the 1,777,359 shares heretofore authorized and available
          for issuance under the Predecessors Plans. All shares available for
          issuance under the Plan may be issued with respect to incentive stock
          options. Upon:

               (a)  a payout of an Award in the form of cash;

               (b)  a cancellation, termination, expiration, forfeiture, or
          lapse for any reason (with the exception of the termination of a
          tandem Award upon exercise of the related Award, or the termination of
          a related Award upon exercise of the corresponding tandem Award) of
          any Award; or

               (c)  payment of an option price, and/or payment of any taxes
          arising upon exercise of an option or payout of any Award, with
          previously acquired shares or by withholding shares which otherwise
          would be acquired on exercise or issued upon such payout,

          then the number of shares of Common Stock underlying any such Award
          which were not issued as a result of any of the foregoing actions
          shall again be available for the purposes of Awards under the Plan."

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