PROPOSED FORM OF
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 27, 2000, as follows:
By substituting the following for paragraph 5 of the Plan:
"5. Stock Subject to the Provisions of this Plan. The stock
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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."
