EXHIBIT
10.63



Amendment No. 1

Taylor Capital Group, Inc.

Deferred Compensation Plan



THIS AMENDMENT is made by Taylor Capital Group, Inc., a Delaware corporation (the Employer).



WHEREAS,THE EMPLOYER AMENDED AND RESTATED
THE TAYLOR CAPITAL GROUP, INC. DEFERRED COMPENSATION PLAN (THE PLAN),
WITH AN EFFECTIVE DATE OF APRIL 1, 2001; and



WHEREAS,THE EMPLOYER CURRENTLY MAINTAINS THIS
PLAN FOR THE BENEFIT OF A SELECT GROUP OF MANAGEMENT AND HIGHLY
COMPENSATED EMPLOYEES; AND



WHEREAS, PURSUANT TO SECTION 5.1 ACCOUNTS, SUBSECTION (C) OF
THE PLAN DOCUMENT, THE PLAN PARTICIPANT, AS THAT TERM IS CURRENTLY
DEFINED IN THE PLAN DOCUMENT, HAS THE ABILITY TO ESTABLISH ONE OR
MORE PERSONAL GOALS ACCOUNT, AS THAT TERM IS CURRENTLY DEFINED IN THE
PLAN DOCUMENT, BY DESIGNATING A YEAR OF PAYOUT AT THE TIME THE
ACCOUNT IS INITIALLY ESTABLISHED; AND



WHEREAS, THE EMPLOYER NOW DESIRES TO
PROVIDE SOME FLEXIBILITY REGARDING THE COMMENCEMENT OF DISTRIBUTION FOR THOSE
AMOUNTS CREDITED TO A PLAN PARTICIPANTS ABOVE REFERENCED PERSONAL GOALS
ACCOUNT; AND



WHEREAS, PURSUANT TO SECTION 6.5 FINANCIAL HARDSHIP DISTRIBUTION OF
THE PLAN DOCUMENT, THE ADMINISTRATOR MAY PERMIT AN EARLY DISTRIBUTION OF
PART OR ALL OF ANY DEFERRED AMOUNTS; PROVIDED, HOWEVER, THAT DISTRIBUTION
SHALL BE MADE ONLY IF THE ADMINISTRATOR DETERMINES THAT THE PLAN
PARTICIPANT HAS EXPERIENCED AN UNFORESEEN EMERGENCY THAT IS CAUSED BY AN
EVENT BEYOND THE CONTROL OF THE PLAN PARTICIPANT; AND



WHEREAS,THE EMPLOYER NOW DESIRES
TO PROVIDE SOME CLARITY REGARDING SECTION 6.5 FINANCIAL HARDSHIP
DISTRIBUTION AND THE ABILITY OF THE PLAN PARTICIPANT, UPON
THE UTILIZATION OF THE AFOREMENTIONEDSECTION 6.5, TO CONTINUE DEFERRALS
WITHIN THE PLAN; AND



WHEREAS,SECTION 10.10 AMENDMENT AND TERMINATION of the Plan document confers to the
Employer the sole authority to modify, amend and terminate the Plan, subject to non-applicable restrictions; and



WHEREAS, pursuant to the aforementioned authority to amend the Plan, the Employer herby amends the Plan through the execution of
this Amendment No.1, with this Amendment No.1 having an effective date of April 1, 2001.



NOW THEREFORE, in consideration of the foregoing premises, desires and promises



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contained in the Plan, the
Plan shall be amended as follows:



1.Article 5, Accounts,
Section 5.1, Accountsof the Taylor Capital Group, Inc. Deferred Compensation Plan is to be revised and amended to incorporate the following provision, in its entirety, as an additional subsection to the original provision:



| | (e) |  | A Participant may change the fixed deferral period previously established under this Section by filing a new written Deferral Election with the Administrator at
least thirteen (13) months prior to the date that the applicable deferral period would end and the applicable benefit distributions would otherwise commence. This Deferral Election shall specify the new fixed deferral period pursuant this Section
5.1, Accounts. Such change in a Participants Deferral Election shall only be permitted to extend the deferral period, and associated distribution, beyond the Participants initial election. The Participant shall be prohibited from
changing the initial Deferral Election to accelerate the applicable Account distribution commencement date.
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2. Article 6, Distributions, Section 6.5, Financial Hardship Distributionof the Taylor Capital Group, Inc. Deferred Compensation Plan is to
be revised to incorporate the following provision, in its entirety, as an amendment and replacement to the original provision:



6.5 Financial Hardship Distribution. The Administrator may permit an early distribution of part or all of any deferred amounts;
provided, however, that such distribution shall be made only if the Administrator, in its sole discretion, determines that the Participant has experienced an unforeseen emergency that is caused by an event beyond the control of the Participant and
that would result in severe financial hardship to the Participant if early distribution were not permitted. Any distribution pursuant to this subsection is limited to the amount necessary to meet the hardship. Additionally, the Participant shall not
be eligible to participate in the Plan for the balance of the Plan Year in which the distribution took place. A Participant who has utilized this Financial Hardship Distribution shall be permitted to submit a new Deferral Election in the Plan Year
immediately following the Plan Year in which such Financial Hardship Distribution has taken place.



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3. The
Plans index shall be automatically amended to reflect the changes as provided for in this Amendment No. 1.



IN WITNESS WHEREOF, the undersigned duly authorized member of the Committee has caused the foregoing amendment to be executed this
18thday of December, 2002.



/s/    MELVIN E. PEARLOn behalf of the Committee as Aforesaid