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| ## Comptroller of the Currency                                        |
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| > Administrator of National Banks                                     |
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Central District Office

Licensing Division

One Financial Place, suite 2700

440 South LaSalle Street

Chicago, Illinois 60605

**Conditional Approval #728**

**February 2006**

January 4, 2006

M. Kathleen O'Brien

Attorney at Law

1452 Edgewood Road

Lake Forest, Illinois 60045

Re: Old Plank Trail Community Bank, National Association

CAIS Control No. 05-CE-01-008

Dear Ms. O'Brien:

The Office of the Comptroller of the Currency (OCC) has reviewed your
application to establish a new national bank with the title of Old Plank
Trail Community Bank, National Association (proposed Bank). On January
4, 2006, the OCC granted preliminary conditional approval of your
charter application after a determination that your proposal met certain
regulatory and policy requirements.

This preliminary conditional approval is granted based on a thorough
evaluation of all information available to the OCC, including the
representations and commitments made in the application and by the
Bank's representatives. We also made our decision to grant preliminary
conditional approval with the understanding that the proposed Bank will
apply for Federal Reserve membership and will obtain deposit insurance
from the Federal Deposit Insurance Corporation (FDIC).

The OCC has granted preliminary conditional approval only. Final
approval and authorization for the Bank to open will not be granted
until all preopening requirements are met. Until final approval is
granted, the OCC has the right to alter, suspend, or revoke this
preliminary conditional approval should the OCC deem any interim
development to warrant such action.

Ms. M. Kathleen O'Brien

January 4, 2006

Page 2

This preliminary conditional approval is subject to the following
condition(s): the bank (i) shall give the Chicago North Field Office at
least sixty (60) days prior written notice of the Bank's intent to
significantly deviate or change from its business plan or operations and
(ii) shall obtain the OCC's written determination of no objection before
the Bank

engages in any significant deviation or change from its business plan or
operations. The OCC may impose additional conditions it deems
appropriate in a written determination of no objection to a bank's
notice. For the first three years of operation, the Bank also must
provide a copy of such written notice to the FDIC's Chicago Regional
Office.

These conditions of approval are conditions "imposed in writing by the
agency in connection with the granting of any application or other
request" within the meaning of 12 USC 1818. As such, the conditions are
enforceable under 12 USC 1818.

The OCC poses no objection to the following person(s) serving as
executive officer(s), directors, and/or organizers as proposed in the
application:

[Name]{.underline} [Title]{.underline}

David A. Dykstra Organizer, Director, and Chief Operating Officer of
Wintrust

Richard B. Murphy Organizer, Director, and Executive Vice President &
Chief Credit

> Officer of Wintrust

David L. Stoehr Ogranizer, Director, and Executive Vice President &
Chief Financial Officer of Wintrust

Edward J. Wehmer Organizer, Director, and President & Chief Executive
Officer of Wintrust

Paul R. Slade Organizer, Proposed Director, President & Chief Executive
Officer of the Bank

Ann M. O'Neill Senior Vice President and Cashier of the Bank

Prior to the Bank's opening, the Bank must obtain the OCC's prior
written determination of no objection for any additional organizers or
executive officers, or directors appointed or elected before the person
assumes the position. For a two-year period after the Bank commences
business, the Bank must file an Interagency Biographical and Financial
Report with the OCC and receive a letter of no objection from the OCC
prior to any new executive officer or director assuming such position.

Ms. M. Kathleen O'Brien

January 4, 2006

Page 3

The "Charters" booklet in the Comptroller's Licensing Manual provides
guidance for organizing your bank. The booklet is located at the OCC\'s
web site:
<http://www.occ.treas.gov/corpbook/group4/public/pdf/charters.pdf>. The
booklet contains all of the steps you must take to receive your charter.

As detailed in the booklet, you may begin organizing the Bank as soon as
you adopt and forward Articles of Association and the Organization
Certificate to Director for District Licensing David J. Rogers in this
office for our review and acceptance. As a "body corporate" or legal
entity, you may begin taking those steps necessary for obtaining final
approval. The Bank may not begin the business of banking until it
fulfills all requirements for a bank in organization and the OCC grants
final approval.

Enclosed are standard requirements and minimum policies and procedures
for new national banks. The Bank must meet the standard requirements
before it is allowed to commence business and the Board of Directors
must ensure that the applicable policies and procedures are established
and adopted before the Bank begins operation.

In addition to the standard requirements for all new banks, the
following special requirements must be satisfied prior to the Bank's
request for a preopening examination and before the OCC will grant final
charter approval:

\(1\) The Bank must submit to the Chicago North Field Office for review,
and prior written determination of no supervisory objection, a complete
description of the Bank's final information systems and operations
architecture as well as the information systems risk assessment and
management plan. This should include a schematic drawing and discussion
of the following items:

> Vendor due diligence and contracts; electronic banking security
> mechanisms and policies; information systems personnel; internal
> controls; audit plans; and operating policies and procedures,
> including, but not limited to, vendor management, weblinking, customer
> authentication and verification, and business resumption contingency
> plans.

\(2\) The Bank must have performed an independent security review and
test of its electronic banking platform. The Bank must have this review
performed regardless of whether the platform is operated in-house or by
one or more third-party service providers. If the Bank outsources the
technology platform, it can rely on testing performed for the service
provider to the extent that it satisfies the scope and requirements
listed herein. The review must be conducted by an objective, qualified
independent source (Reviewer). The scope should cover:

• All access points, including the Internet, Intranet, or remote access.

Ms. M. Kathleen O'Brien

January 4, 2006

Page 4

> • The adequacy of physical and logical protection against unauthorized
> access including individual penetration attempts, computer viruses,
> denial of service, and other forms of electronic access.

By written report, the Reviewer must confirm that the security measures,
including the firewall, have been satisfactorily implemented and tested.

For additional guidance, refer to \"The Internet and the National Bank
Charter\" booklet of the Comptroller\'s Licensing Manual, pages 37-38,
Information System Security. The booklet is located at the Electronic
Banking section of the OCC\'s Web site:
<http://www.occ.treas.gov/corpbook/group4/public/pdf/internetnbc.pdf>.

\(3\) The Bank must have a security program in place that complies with
the "Interagency Guidelines Establishing Standards for Safeguarding
Customer Information" specified at 12 CFR 30, Appendix B.

Under separate cover, the OCC will send to you an appropriate set of OCC
handbooks, manuals, issuances, and selected other publications. This
information does not include the Comptroller's Licensing Manual, which
is available only in electronic form at our web site:
<http://www.occ.treas.gov/corpapps/corpapplic.htm>.

This preliminary conditional approval and the activities and
communications by OCC employees in connection with the filing do not
constitute a contract, express or implied, or any other obligation
binding upon the OCC, the United States (U.S.), any agency or entity of
the U.S., or any officer or employee of the U.S., and do not affect the
ability of the OCC to exercise its supervisory, regulatory and
examination authorities under applicable law and regulations. The
foregoing may not be waived or modified by any employee or agent of the
OCC or the U.S.

Please direct any questions concerning this preliminary conditional
approval to me at (312) 360-8863.

Sincerely,

/s/ David J. Rogers

David J. Rogers

Director for District Licensing

Enclosures: Standard Requirements

> Minimum Policies and Procedures