Wintrust Financial Corp – ‘S-8’ on 6/30/04 – EX-99.4

On:  Wednesday, 6/30/04, at 6:29pm ET   ·   As of:  7/1/04   ·   Effective:  7/1/04   ·   Accession #:  913849-4-425   ·   File #:  333-117044

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Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration of Securities to be Offered to           13     73K 
                          Employees Pursuant to an Employee                      
                          Benefit Plan                                           
 2: EX-5.1      Opinion of Vedder, Price, Kaufman & Kammholz, P.C.     2     11K 
 3: EX-23.1     Consent of Ernst & Young                               1      6K 
 4: EX-99.3     Second Amendment to Stock Incentive Plan               1      8K 
 5: EX-99.4     Third Amendment to Stock Incentive Plan                1      8K 
 6: EX-99.5     Village Bancorp 1978 Omnibus Stock Incentive Plan     18     87K 
 7: EX-99.6     Amendment No. 1 to Omnibus Stock Incentive Plan        1      7K 
 8: EX-99.7     Form of 1998 Omnibus Stock Incentive Plan              3     13K 
                          Conversion Agreement                                   

EX-99.4   —   Third Amendment to Stock Incentive Plan

                                                                    EXHIBIT 99.4

THIRD 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 1,200,000 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, 2004, 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 5,681,038 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."

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-8’ Filing		Date		Other Filings
Filed as of / Effective on:		7/1/04
Filed on:		6/30/04		10-Q,  13F-HR,  4
		5/27/04		3,  DEF 14A
				List all Filings

4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/28/24  Wintrust Financial Corp.          10-K       12/31/23  155:32M
 2/28/23  Wintrust Financial Corp.          10-K       12/31/22  152:35M
 2/25/22  Wintrust Financial Corp.          10-K       12/31/21  152:35M
 2/26/21  Wintrust Financial Corp.          10-K       12/31/20  157:36M