-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, V8cZ2E6O2P88cDld+xlX5J9Urg6Ucauss7ihCvHpcj17Gymz1axQhVi1wDOe7sqB Tn1rR7t115KQCi0n2WvEpA== 0000913849-02-000161.txt : 20020610 0000913849-02-000161.hdr.sgml : 20020610 20020607114919 ACCESSION NUMBER: 0000913849-02-000161 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020331 FILED AS OF DATE: 20020607 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WINTRUST FINANCIAL CORP CENTRAL INDEX KEY: 0001015328 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 363873352 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-21923 FILM NUMBER: 02673196 BUSINESS ADDRESS: STREET 1: 727 N BANK LANE CITY: LAKE FOREST STATE: IL ZIP: 60045 BUSINESS PHONE: 8476154096 MAIL ADDRESS: STREET 1: 727 N BANK LN CITY: LAKE FOREST STATE: IL ZIP: 60045 10-Q/A 1 f10qa_060602.txt FORM 10-Q/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2002 Commission File Number 0-21923 WINTRUST FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Illinois 36-3873352 - -------------------------------------------------------------------------------- (State of incorporation or organization) (I.R.S. Employer Identification No.) 727 North Bank Lane Lake Forest, Illinois 60045 ------------------------------------------------------- (Address of principal executive offices) (847) 615-4096 ------------------------------------------------------------------ (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ___ Indicate the number of shares outstanding of each of issuer's class of common stock, as of the last practicable date. Common Stock - no par value, 15,750,605 shares, as of May 29, 2002. EXPLANATORY NOTE This Amendment No. 1 on Form 10-Q/A is being filed solely to file certain additional exhibits. The remaining portions of the Company's initial Form 10-Q for the quarter ended March 31, 2002 filed with the SEC on May 15, 2002 are incorporated herein by reference. PART I. -- FINANCIAL INFORMATION ITEM 1. - ITEM 3. Incorporated herein by reference to the Company's Form 10-Q for the quarter ended March 31, 2002, filed with the SEC on May 15, 2002. PART II. -- OTHER INFORMATION ITEM 1. - ITEM 5. Incorporated herein by reference to the Company's Form 10-Q for the quarter ended March 31, 2002, filed with the SEC on May 15, 2002. ITEM 6. Exhibits and Reports on Form 8-K (a) Exhibits 3.1 Amended and Restated Articles of Incorporation of Wintrust Financial Corporation (incorporated by reference to Exhibit 3.1 of the Company's Form S-1 Registration Statement (No. 333-18699) filed with the Securities and Exchange Commission on December 24, 1996). 3.2 Statement of Resolution Establishing Series of Junior Serial Preferred Stock A of Wintrust Financial Corporation (incorporated by reference to Exhibit 3.2 of the Company's Form 10-K for the year ended December 31, 1998). 3.3 Amended By-laws of Wintrust Financial Corporation (incorporated by reference to Exhibit 3(i) of the Company's Form 10-Q for the quarter ended June 30, 1998). 4.1 Rights Agreement between Wintrust Financial Corporation and Illinois Stock Transfer Company, as Rights Agent, dated July 28, 1998 (incorporated by reference to Exhibit 4.1 of the Company's Form 8-A Registration Statement (No. 000-21923) filed with the Securities Exchange Commission on August 28, 1998). 4.2 Certain instruments defining the rights of holders of long-term debt of the Company and certain of its subsidiaries, none of which authorize a total amount of indebtedness in excess of 10% of the total assets of the Company and its subsidiaries on a consolidated basis, have not been filed as Exhibits. The Company hereby agrees to furnish a copy of any of these agreements to the Commission upon request. 10.1 Term Note ($500,000) and related Stock Pledge Agreement dated January 31, 2002 by and between David A. Dykstra (as borrower) and Wintrust Financial Corporation (as lender). 10.2 Second Amendment to Employment Agreement by and between Wintrust Financial Corporation and David A. Dykstra, dated January 31, 2002. (b) Reports on Form 8-K o Form 8-K report as of February 8, 2002 was filed during the quarter and provided the Company's fourth quarter earnings release dated January 17, 2002 and included a copy of the Company's letter to shareholders mailed in February 2002. o Form 8-K report as of February 22, 2002 was filed during the quarter and provided the Company's press release dated February 20, 2002 announcing the consummation of the previously announced acquisition of Wayne Hummer Investments LLC (including its wholly-owned subsidiary, Focused Investments LLC,) and Wayne Hummer Management Company (collectively, the Wayne Hummer Companies). 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. WINTRUST CORPORATION (Registrant) Date: June 7, 2002 /s/ Edward J. Wehmer -------------------------------------------- President & Chief Executive Officer Date: June 7, 2002 /s/ David A. Dykstra -------------------------------------------- Senior Executive Vice President Chief Operating Officer & Chief Financial Officer (Principal Financial Officer) Date: June 7, 2002 /s/ David L. Stoehr -------------------------------------------- Senior Vice President - Finance (Principal Accounting Officer) EXHIBIT INDEX ------------- 3.1 Amended and Restated Articles of Incorporation of Wintrust Financial Corporation (incorporated by reference to Exhibit 3.1 of the Company's Form S-1 Registration Statement (No. 333-18699) filed with the Securities and Exchange Commission on December 24, 1996). 3.2 Statement of Resolution Establishing Series of Junior Serial Preferred Stock A of Wintrust Financial Corporation (incorporated by reference to Exhibit 3.2 of the Company's Form 10-K for the year ended December 31, 1998). 3.3 Amended By-laws of Wintrust Financial Corporation (incorporated by reference to Exhibit 3(i) of the Company's Form 10-Q for the quarter ended June 30, 1998). 4.1 Rights Agreement between Wintrust Financial Corporation and Illinois Stock Transfer Company, as Rights Agent, dated July 28, 1998 (incorporated by reference to Exhibit 4.1 of the Company's Form 8-A Registration Statement (No. 000-21923) filed with the Securities and Exchange Commission on August 28, 1998). 4.2 Certain instruments defining the rights of holders of long-term debt of the Company and certain of its subsidiaries, none of which authorize a total amount of indebtedness in excess of 10% of the total assets of the Company and its subsidiaries on a consolidated basis, have not been filed as Exhibits. The Company hereby agrees to furnish a copy of any of these agreements to the Commission upon request. 10.1 Term Note ($500,000) and related Stock Pledge Agreement dated January 31, 2002 by and between David A. Dykstra (as borrower) and Wintrust Financial Corporation (as lender). 10.2 Second Amendment to Employment Agreement by and between Wintrust Financial Corporation and David A. Dykstra, dated January 31, 2002. EX-10 3 f10qaex10-1_060602.txt EXHIBIT 10.1 - TERM NOTE AND STOCK PLEDGE AGREEMENT Exhibit 10.1 TERM NOTE $500,000.00 Lake Forest, Illinois January 31, 2002 FOR VALUE RECEIVED, David A. Dykstra (hereinafter referred to as the "Borrower"), hereby promises to pay to the order of Wintrust Financial Corporation, an Illinois banking company, (hereinafter referred to as "Lender") or its successors and assigns ("Holder"), the principal sum of Five Hundred Thousand Dollars ($500,000.00) ("Loan"), at the place and in the manner hereinafter provided, together with interest thereon at the rate described below. Unless otherwise accelerated as provided herein, the principal balance of the Note shall be due and payable on January 31, 2007 (the "Maturity Date"). The principal balance of the Note shall bear interest prior to the Maturity Date at the Wall Street Journal Prime Rate adjusted on the last day of each calendar month with a maximum rate of 7%, compounded annually. Interest not paid on or before each anniversary date of the date of this Note occurring prior to the Maturity Date shall be added to the outstanding principal balance of the Note. All accrued but unpaid interest shall be due and payable on the Maturity Date. The principal balance outstanding and all unpaid but accrued interest after the Maturity Date shall bear interest at an annual rate of 8% per annum compounded annually. This Note is secured by a pledge of 15,000 shares of the stock of Wintrust Financial Corporation owned by the Borrower. During the existence of any default or delinquency under the terms of this Note or under the terms of any instrument executed or to be executed as security for the payment hereof including the Stock Pledge Agreement dated January 31, 2002 (the "Pledge Agreement") between the Borrowers and the Lender, Lender or any Holder, is expressly authorized to apply all payments made on this Note to the payment of such part of any delinquency as it may elect. The following shall constitute events of default: (a) The Borrower breaches or is in breach of any representation, warranty or covenant contained in the Pledge Agreement and such breach is not cured within 45 days after written notice from the Holder. (b) The Borrower terminates or is terminated from the employ of Lender for any reason and has failed to pay all outstanding principal and accrued interest within 90 days of the date of such termination. (c) The Borrower sells or attempts to sell all or any portion of the Pledged Stock, or such Pledged Stock is subject to any involuntary sale initiated by a creditor of the Borrower. Upon the occurrence of an event by default, the Lender or the Holder may declare the principal balance and all accrued but unpaid interest immediately due and payable, in which case the declaration date shall be the Maturity Date. The Borrower may from time to time prepay the principal sum due under this Note and any accrued and unpaid interest in whole or in part, without penalty; provided, however, that such prepayment shall first be applied against accrued interest and thereafter against said principal sum. Borrower represents and warrants that this Note is being incurred primarily for a business purpose and does not consist of or involve any credit offered or extended to a consumer primarily for personal, family or household purposes. Borrower and all endorsers, guarantors and all persons liable or to become liable under this Note hereby waive presentment, demand, protest, notice of protest and notice of any other kind in connection with this Note. All payments of principal and interest on this Note shall be payable at the offices of Lender in Lake Forest, Illinois, or at such other place or address as Lender or Holder may designate in writing. If this Note is placed in the hands of an attorney at law for collection by reason of default on the part of Borrower, Borrower hereby agrees to pay to Lender or Holder in addition to the sums stated above, the costs of collection, including attorney's fees and expenses. This Note may not be changed, amended or modified orally. This Note shall be construed in accordance with and governed by the internal laws of the State of Illinois (without giving effect to Illinois choice of law principles). The rights and remedies of the Lender and Holder hereunder are cumulative and not exclusive of any rights or remedies which the Lender and Holder would otherwise have. Any waiver, permit, consent or approval of any kind or character on the part of the Lender or Holder of any breach or default hereunder or any such waiver of any provision or breach or default hereunder or any such waiver of any provision or condition of this Note must be in writing and shall be effective only to the extent specifically set forth in such writing. No notice to or demand to Borrower in any case shall entitle it to any other or further notice or demand in other similar circumstances. /s/ David A. Dykstra --------------------------------- David A. Dykstra 2 STOCK PLEDGE AGREEMENT ---------------------- This STOCK PLEDGE AGREEMENT ("Agreement") is made and entered into as of the 31st day of January, 2002 by and between DAVID A. DYKSTRA ("Pledgor") and WINTRUST FINANCIAL CORPORATION, an Illinois banking company ("Pledgee"). PRELIMINARY STATEMENT --------------------- A. Pledgor owns 15,000 shares of common stock of Wintrust Financial Corporation, (the "Securities"). B. Pledgor is the borrower on a loan made by Pledgee, in the amount of $500,000.00, which amount is evidenced by that certain Term Note dated January 31, 2002 (the "Note"). C. The Pledgor has agreed to pledge the Securities as required hereunder. D. To facilitate and perfect the Pledge, the Securities shall be deposited with Pledgee and Pledgee shall hold the Securities subject to the terms hereof. NOW, THEREFORE, in consideration of the premises set forth herein, it is hereby agreed as follows: 1. Collateral. The term "Collateral" shall mean the Securities and all dividends, distributions and other amounts or additional securities to which Pledgor (with or without additional consideration) is or becomes entitled by virtue of its ownership of any of the Securities or as the result of any corporate reorganization, merger, consolidation, stock split, stock dividend, conversion, preemptive right or otherwise, and the proceeds thereof. 2. Deposit of Collateral. To secure payment of Pledgor's obligations under the Note, Pledgor hereby pledges and deposits the Securities with Pledgee and hereby grants to Pledgee a valid and perfected first lien on and security interest in the Securities and other items of the Collateral. 3. Representations, Warranties and Covenants. Pledgor hereby represents and warrants to Pledgee that as to the Collateral deposited by such Pledgor with Pledgee on the date hereof, (i) Pledgor is the legal and beneficial owner of such Collateral; (ii) such Collateral is validly issued, fully paid and non-assessable and is registered in the name of Pledgor (iii) the pledge of Collateral pursuant to the terms of this Pledge Agreement, together with delivery thereof, creates a valid and perfected first lien on and security interest in such Collateral in favor of Pledgee; (iv) the assignments separate from certificate attached to the certificates representing such Collateral have been duly executed and delivered by such Pledgor to Pledgee; (v) none of such Collateral is subject to any lien; except for the perfected first security interest granted to Pledgee hereby and, so long as any portion of the Note remains unpaid, Pledgor will not create or permit to exist any other lien or security interest upon or with respect to such Collateral without the consent of Pledgee, (vi) Pledgor will not sell, transfer, convey, assign, or otherwise divest its interests in such Collateral, or any part thereof, to any other person. 4. Stock Splits, Stock Dividends, Etc. ----------------------------------- 4.1 Pledgor agrees that if by virtue of Pledgor's ownership of the Collateral, Pledgor becomes entitled to other or additional securities as the result of any corporate reorganization, merger, consolidation, stock split, stock dividend, conversion or otherwise, such Pledgor shall: 4.1.1 Cause the issuer of such additional securities to deliver to Pledgee the certificates evidencing Pledgor's ownership thereof and hereby authorizes and empowers Pledgee to demand the same from such issuer, and agrees if such certificates are delivered to Pledgor, to take possession thereof in trust for Pledgee; 4.1.2 Deliver to Pledgee an assignment separate from certificates with respect to such securities, executed in blank by Pledgor; 4.1.3 Deliver to Pledgee such other certificates, forms and other instruments as Pledgee may request in connection with such pledge. 4.2 Pledgor agrees that such additional securities shall constitute a portion of the Collateral and be subject to this Pledge Agreement in the same manner and to the same extent as the securities pledged hereby to Pledgee on the date hereof. 5. Voting Power. Unless and until an event of default shall have occurred and shall not have been cured within ninety (90) days after notice, Pledgor shall be entitled to exercise all voting powers in all corporate matters pertaining to the Collateral for any purpose not inconsistent with, or in violation of, the provisions of the Note. 6. Default and Remedies. -------------------- 6.1 Upon an event of default as set forth in the Note, the Pledgee may: 6.1.1 Declare all principal and interest then due on the Note immediately due and payable, subject to any cure and notice provisions required by law, without notice. 2 6.1.2 Collect all Collateral not then in Pledgee's possession, and at Pledgee's option and to the extent permitted by applicable law, retain possession of the Collateral while suing on the Note. 6.1.3 Sell the Collateral, at Pledgee's direction, in whole or in portions thereof, at any private sale or on the public market upon which such Collateral if regularly traded. Pledgee agrees to give Pledgor at least ten days prior written notice of any proposed private sale or auction of the Collateral and three business days advance notice of any sale on the public market unless Pledgee, in its sole discretion, reasonably believes that value of such Collateral would be likely to decline if such notice was given. The notice requirement will be satisfied if Pledgee mails such notice to Pledgor by first class mail to the last address given by Pledgor to Pledgee. 6.1.4 Pledgee shall be entitled to exercise all voting powers pertaining to the Collateral. With respect to the actions described in each of subsections 6.1.3 and 6.1.4 above, Pledgor hereby irrevocably constitutes and appoints Pledgee his proxy and attorney-in-fact with full power of substitution and acknowledges that the constitution and appointment of such proxy and attorney-in-fact are coupled with an interest and are irrevocable. 6.2 At any sale made pursuant to Section 6.1 above, Pledgee may bid for and purchase, any part or all of the Collateral that is offered for sale. 6.3 Pledgee shall apply the proceeds of any sale of the whole or any part of the Collateral and any other monies at the time held by Pledgee under the provisions of this Agreement: First, to reimburse Pledgee for its expenses in connection with the collection and sale of the Collateral and legal proceedings in suing on the Note, including reasonable attorneys fees, court costs of securities registration, brokers commissions and other costs of sale; Second, to the payment of all principal and interest due on the Note; and Third, any excess funds to the Pledgor. 6.4 Pledgee shall not have any duty to exercise any of the rights, privileges, options or powers or to sell or otherwise realize upon any of the Collateral, as hereinbefore authorized, and Pledgee shall not be responsible for any failure to do so or delay in so doing. 3 6.5 Any sale of all or any portion of the Collateral pursuant to Section 6.1 above shall operate to divest all right, title and interest of the Pledgor to the Collateral which is the subject of any such sale. 7. Pledgee's Obligations, Custodial Agreement, Performance Rights, Pledge Does Not Make Pledgee Shareholder. Pledgee shall not have any duty to protect, preserve or enforce rights against the Collateral other than a duty of reasonable custodial care of any such Collateral in its possession, it being understood that Pledgee shall have no responsibility for (A) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to the Collateral, whether or not Pledgee has or is deemed to have knowledge of such matters, or (B) taking any necessary steps to preserve rights against any parties with respect to the Collateral, or (C) making any capital contributions or other payments on behalf of Pledgor with respect to the Collateral. 8. Termination of Pledge Agreement. Upon the payment and performance in full of all of the Obligations, the Pledgee shall deliver to the Pledgor the Collateral in its possession and this Pledge Agreement thereupon shall be terminated. 9. Miscellaneous. ------------- 9.1 Each and every right, remedy and power granted to Pledgee hereunder shall be cumulative and in addition to any other right, remedy or power specifically granted herein or now or hereafter existing in equity, at law, by virtue of statute or otherwise and may be exercised by Pledgee, from time to time, concurrently or independently and as often and in such order as Pledgee may deem expedient. Any failure or delay on the part of Pledgee in exercising any such right, remedy or power, or abandonment or discontinuance of steps to enforce the same, shall not operate as a waiver thereof or affect Pledgee's right thereafter to exercise the same, and any single or partial exercise of any such right, remedy or power shall not preclude any other right, remedy or power, and no such failure, delay, abandonment or single or partial exercise of Pledgee's rights hereunder shall be deemed to establish a custom or course of dealing or performance among the parties hereto. 9.2 Any modification or waiver of any provision of this Agreement, or any consent to any departure by Pledgor therefrom, shall not be effective in any event unless the same is in writing and signed by Pledgee, and then such modification, waiver or consent shall be effective only in the specific instance and for the specific purpose given. Any notice to or demand on Pledgor in any event not specifically required of Pledgee hereunder shall not entitle Pledgor to any other or further notice or demand in the same, similar or other circumstances unless specifically required hereunder. 9.3 Pledgor agrees that at any time, and from time to time, after the execution and delivery of this Agreement, Pledgor shall, upon the request of Pledgee and at the expense of Pledgor, promptly execute and deliver such further documents and do such further acts and things as Pledgee may request in order to effect fully the purposes of this Agreement and to 4 subject to the security interest created hereby any property intended by the provisions hereof to be covered hereby. 9.4 Pledgor agrees that it will warrant, preserve, maintain and defend, at his own expense, the right, title and interest of Pledgee in and to the Collateral and all right, title and interest represented thereby against all claims, charges and demands of all persons whomsoever. 9.5 All notices and communications under this Agreement shall be in writing and shall be (i) delivered in person, (ii) sent by telecopy or telegraph, or (iii) mailed, postage prepaid, either by registered or certified mail, return receipt requested, or by overnight express carrier, addressed in each case as follows: If to Pledgor: David A. Dykstra P.O. Box 172 514 Shoshoni Trail Lake Villa, Illinois 60046 If to Pledgee: Wintrust Financial Corporation 727 North Bank Lane Lake Forest, Illinois 60045 Attn: Edward J. Wehmer, President & CEO provided, however, that any party may change its respective address for purposes of receipt of any such communication by giving 10 days prior written notice of such change to the other parties hereto in the manner provided above. All notices sent pursuant to the terms of this Section 9.5 shall be deemed received (i) if sent by telecopy or telegraph, on the day sent if a business day, or if such day is not a business day, then on the next business day, (ii) if sent by overnight, express carrier, on the next business day immediately following the day sent, or (iii) if sent by registered or certified mail, on the third business day following the day sent. 9.6 In the event that any provision of this Agreement is deemed to be invalid by reason of the operation of any law, or by reason of the interpretation placed thereon by any court, this Agreement shall be construed as not containing such provision and the invalidity of such provision shall not affect the validity of any other provision hereof, and any and all other provisions hereof which otherwise are lawful and valid shall remain in full force and effect. 9.7 This Agreement shall inure to the benefit of the successors and assigns of Pledgee and shall be binding upon the heirs, legatees, administrators, legal representatives, successors and assigns of Pledgor. 5 9.8 This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which taken together shall be one and the same instrument. 9.9 This Agreement shall be governed by the laws and decisions of the State of Illinois. IN WITNESS WHEREOF, the parties have executed this agreement as of the date first above written. Pledgor /s/ David A. Dykstra ---------------------------------- David A. Dykstra Accepted By: Pledgee WINTRUST FINANCIAL CORPORATION By /s/ Edward J. Wehmer -------------------------------- Its President ------------------------------- 6 EX-10 4 f10qaex10-2_060602.txt EXHIBIT 10.2 - SECOND AMENDMENT TO EMPLOYMENT AGREEMENT Exhbit 10.2 SECOND AMENDMENT TO EMPLOYMENT AGREEMENT ---------------------------------------- This Second Amendment to Employment Agreement is made this 31st day of January, 2002, by and between WINTRUST FINANCIAL CORPORATION ("Wintrust"), an Illinois banking company and DAVID A. DYKSTRA, an individual resident in the State of Illinois ("Executive"). WITNESSETH THAT: WHEREAS, Wintrust and Executive have previously entered into an Employment Agreement, dated the 22nd day of December, 1998, which was amended by the First Amendment to Employment Agreement dated May 22, 1999 (the "Employment Agreement"); and ; WHEREAS, concurrently with the execution of this Second Amendment, Wintrust, in consideration of the outstanding efforts of the Executive on behalf of Wintrust, has entered into a secured loan transaction (the "Loan") with Executive and, in consideration of the Executive's continued employment with Wintrust, the parties hereto desire to amend the Employment Agreement to provide for additional consideration payable to Executive relating to the Loan. NOW, THEREFORE, the Employment Agreement is amended as follows: 1. Section 2 of the Employment Agreement is amended by the inclusion of the following sentences at the end of said section: "In addition to the foregoing, during the term of this Employment Agreement, Wintrust shall pay Executive a special annual bonus in a gross amount equal to the annual accrued interest on that certain Note made by Executive dated January 31, 2002 and payable to Wintrust in the principal amount of $500,000.00 (the "Note"). This special bonus shall be deemed paid to the Executive one business day prior to each anniversary of the date of the Note, including the due date of the Note. This bonus shall apply only to interest accruing on the Note prior to the due date of the principal balance of the Note, including any accelerated maturity of the principal of the Note. The bonus shall be subject to applicable employment withholding taxes." This special bonus shall be considered part of Executive's aggregate benefits. 2. Section 9(d) of the Employment Agreement is amended to read as follows: d. Termination Without Cause. In the event Executive's employment is terminated without Cause (as such term is defined in Section 9(h) hereof) by Wintrust other than upon the expiration of the initial term or the expiration of any succeeding one (1) year term of this Agreement, Wintrust shall pay Executive (a) a special severance payment equal to all accrued interest then due and owing on the Note, and (b) Severance Pay in an amount equal to two (2) times the sum of (i) Executive's base annual salary in effect at the time of Executive's termination plus (ii) an amount equal to any bonuses paid to Executive during the twelve (12) month period prior to termination (excluding, however the special bonus described in the last four sentences of Section 2 hereof). Severance Pay under this Section 9(d) shall be paid to the Executive ratably over a twenty-four (24) month period beginning on the first payroll period following such termination and on each payroll period thereafter during the twenty-four (24) month Severance Pay period. The amount of Severance Pay under this Section 9(d) shall be reduced by any income earned by Executive, whether paid to Executive immediately or deferred until a later date, during the twenty-four (24) month Severance Pay period from employment or any sort, including without limitation full, part time or temporary employment or work as an independent contractor or as a consultant. Executive agrees to promptly notify Wintrust if he obtains employment of any sort during the twenty-four (24) month Severance Pay period and to provide Wintrust with a copy of any W-2 or 1099 forms or other payroll or income records and a summary of contributions received under any deferred compensation arrangement. Notwithstanding the foregoing, Executive's Severance Pay to be paid under this Section 9(d) shall be not less than an amount to provide Executive with a monthly payment of $4,166.67 during the twenty-four (24) month Severance Pay period. All severance payments provided for in this Section 9(d) shall be net of all applicable employment withholding taxes. 3. Section 9 of the Employment Agreement is further amended by the addition of the following new Subsection l to read as follows: "l. Notwithstanding any other provision of this Section 9, in the event that within eighteen (18) months of a Change of Control of Wintrust, Executive terminates employment with the Company for any reason or Executive is terminated by Wintrust (or the successor thereto) from employment for any reason other than termination for Cause, and any amount remains outstanding on the Note, Wintrust (or the successor thereto) shall pay to Executive, as a special severance payment, a gross amount equal to all accumulated interest then owing on the Note. The Company shall apply this severance payment (net of all applicable withholding taxes) to the outstanding amount of interest then due and owing on the Note. This special severance payment shall be an addition to the severance payment due Executive under Section 9(f) hereof, but will be excluded for the purpose of calculating the severance payments due to Executive under Section 9(f) hereof. Such amount will be deemed paid to Executive on the date that the principal amount of Note becomes payable as the result of Executive's termination of employment. Wintrust (or the successor thereto) shall have no obligation to make additional severance payments under this Section 9(l) to Executive 2 with respect to any post-maturity interest accruing on the Note arising as the result of the failure of Executive to pay the principal amount of the Note when due and payable. The parties hereto agree that this special severance payment obligation of Wintrust (or its successor) shall not relieve Executive from its obligations to pay all accumulated interest and principal on the Note in accordance with its terms." 4. Section 9 of the Employment Agreement is further amended by the addition of the following new Subsection (m) to read as follows: "m. Wintrust reserves the right (but not the obligation) to maintain key man life insurance or other insurance on the life of the Executive in the principal amount of the Note, it being understood that such insurance shall be the property of Wintrust. If Executive should die while any principal balance remains due and owing on the Note, Wintrust shall apply the proceeds from such key man life insurance policy to the principal balance outstanding on the Note. Wintrust reserves the right to cancel, amend or modify any such key man life insurance policy." IN WITNESS WHEREOF, the parties hereto have executed and delivered this Second Amendment to Employment Agreement as of the dates written below. WINTRUST FINANCIAL CORPORATION: EXECUTIVE: By: /s/ Edward J. Wehmer /s/ David A. Dykstra ---------------------------------- ----------------------------------- Its: President David A. Dykstra --------------------------------- Dated: 1/31/02 Dated: 1/31/02 ------------------------------- ----------------------------- 3 -----END PRIVACY-ENHANCED MESSAGE-----