Amendment Number Two to Share Restriction Agreement



 Exhibit 10.2 
 AMENDMENT NUMBER TWO TO SHARE RESTRICTION AGREEMENT 
 WHEREAS, the various
persons identified on the signature page hereto (collectively, the “Stockholders”) and Taylor Capital Group, Inc., a Delaware corporation (the “Company”), represent all existing parties to that certain Share
Restriction Agreement, dated November 30, 1998, as subsequently amended by that certain Amendment Number One of Share Restriction Agreement, dated December 1, 1999 (the “Agreement”); and 

WHEREAS, pursuant to the terms of that certain Relinquishment of Rights Agreement, dated April 3, 2012, between the Stockholders and
the Company, the parties desire to amend the Agreement to remove the Company as a party to, and any and all rights granted to the Company pursuant to Paragraph 4 of, the Agreement; 

NOW, THEREFORE, the parties hereto do hereby amend the Agreement as follows: 

FIRST: Subparagraph (a) of Paragraph 4 of the Agreement shall be amended by replacing the same with the following: 

“(a) If any Stockholder shall receive a Bona Fide Offer to purchase any of his, her or its Shares, which Bona Fide Offer is
acceptable to such Stockholder (herein “the Seller”), then in such event the Seller shall promptly give written notice to the other Stockholders of the Seller’s intention to sell the subject Shares, which notice shall include a
photocopy of such Bona Fide Offer, a copy of the check representing the earnest money deposit of the purchase price, and an offer by the Seller to sell the subject Shares to the other Stockholders in accordance with the terms hereof.”

 SECOND: Subparagraph (b)(3) of Paragraph 4 of the Agreement shall be amended by replacing the same with the following:

 “(3) [Reserved]” 
 THIRD: Subparagraph (b)(4) of Paragraph 4 of the Agreement shall be amended by replacing the same with the following: 
 “(4) Notwithstanding the foregoing, the exercise of any option provided for in subparagraph 4(b)(1) or 4(b)(2) above shall be void and of no force or effect unless such options, in the aggregate,
shall have been exercised with respect to all of the Shares proposed to be sold by Seller.” 
 FOURTH: Upon the
effectiveness of this Amendment, the Company shall no longer be a party to the Agreement. 
 FIFTH: In all other respects the
parties do hereby affirm and ratify the Agreement. 
 [Remainder of page intentionally left blank] 







 IN WITNESS WHEREOF, the parties have executed this Amendment as of the 3rd day of April,
2012. 
  

			
	COMPANY:
	
	TAYLOR CAPITAL GROUP, INC.
		
	By:	 	/s/ Mark A. Hoppe
		 	  

	Name:	 	Mark A. Hoppe
	Title:	 	President and Chief Executive Officer
	
	STOCKHOLDERS:
	
	VOTING TRUST AGREEMENT DATED AS OF NOVEMBER 30, 1998,
AS AMENDED
		
	By:	 	/s/ Jeffrey W. Taylor
		 	  

	Name:	 	Jeffrey W. Taylor
	Title:	 	Trustee
		
	By:	 	/s/ Bruce W. Taylor
		 	  

	Name:	 	Bruce W. Taylor
	Title:	 	Trustee
		
	By:	 	/s/ Cindy Taylor Robinson
		 	  

	Name:	 	Cindy Taylor Robinson
	Title:	 	Trustee
	
	CINDY L. TAYLOR GIFT TRUST U/A/D 6/10/82
		
	By:	 	/s/ Cindy Taylor Robinson
		 	  

	Name:	 	Cindy Taylor Robinson
	Title:	 	Co-Trustee
		
	By:	 	/s/ Susan Taylor
		 	  

	Name:	 	Susan Taylor
	Title:	 	Co-Trustee

 [Signature Page 1 to Amendment Number Two to Share Restriction Agreement] 








			
	BRUCE W. TAYLOR GIFT TRUST U/A/D 6/10/82
		
	By:	 	/s/ Bruce W. Taylor
		 	  

	Name:	 	Bruce W. Taylor
	Title:	 	Co-Trustee
		
	By:	 	/s/ Cindy Taylor Robinson
		 	  

	Name:	 	Cindy Taylor Robinson
	Title:	 	Co-Trustee
	
	JEFFREY W. TAYLOR GIFT TRUST U/A/D 6/10/82
		
	By:	 	/s/ Jeffrey W. Taylor
		 	  

	Name:	 	Jeffrey W. Taylor
	Title:	 	Co-Trustee
		
	By:	 	/s/ Brian Taylor
		 	  

	Name:	 	Brian Taylor
	Title:	 	Co-Trustee

 [Signature Page 2 to Amendment Number Two to Share Restriction Agreement]