<PAGE>   1
Exhibit 10.2




                        AMENDMENT AND RESTATEMENT OF THE
                           TAYLOR CAPITAL GROUP, INC.
                PROFIT SHARING AND EMPLOYEE STOCK OWNERSHIP TRUST






                             McDermott, Will & Emery
                                     Chicago
<PAGE>   2
                                TABLE OF CONTENTS


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ARTICLE I                                                                                            2


ARTICLE II                                                                                           2
----------
               II-1.         The Trust Fund                                                          2
               II-2.         Plan Administration                                                     3
               II-3.         Exercise of Trustee's Duties                                            3
               II-4.         General Powers                                                          3
               II-5.         Investment Managers                                                     7
               II-6.         Responsibility of Trustee                                               7
               II-7.         Compensation and Expenses                                               8
               II-8.         Continuation of Powers Upon Trust Termination                           8

ARTICLE III                                                                                          8
-----------
               III-1.        Investment of Company Stock                                             8
               III-2.        Investment of Cash                                                      8
               III-3.        Stock Dividends, Splits and Other Capital Reorganizations               9
               III-4.        Put Option                                                              9


ARTICLE IV                                                                                           9
----------
               IV-1.         Disagreement as to Acts                                                 9
               IV-2.         Persons Dealing with Trustee                                            9
               IV-3.         Benefits May Not Be Assigned or Alienated                               9
               IV-4.         Evidence                                                               10
               IV-5.         Waiver of Notice                                                       10
               IV-6.         Counterparts                                                           10
               IV-7.         Governing Laws and Severability                                        10
               IV-8.         Successors, Etc                                                        10
               IV-9.         Action                                                                 10
               IV-10.        Conformance with Plan                                                  11
               IV-11.        Indemnification                                                        11
               IV-12.        Headings                                                               11
               IV-13.        Notice.                                                                11

ARTICLE V                                                                                           12
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ARTICLE VI                                                                                          13
----------
               VI-1.         Resignation                                                            13
               VI-2.         Removal of the Trustee                                                 13
               VI-3.         Duties of Resigning or Removed Trustee and of Successor Trustee        13
               VI-4.         Filling Trustee Vacancy                                                13

ARTICLE VII                                                                                         14


ARTICLE VIII                                                                                        14
------------
               VIII-1.       Amendment                                                              14
               VIII-2.       Termination                                                            14
</TABLE>
<PAGE>   4
                        AMENDMENT AND RESTATEMENT OF THE
                           TAYLOR CAPITAL GROUP, INC.
                PROFIT SHARING AND EMPLOYEE STOCK OWNERSHIP TRUST



                         THIS AGREEMENT, made effective as of      , by and
between Taylor Capital Group, Inc., a Delaware corporation (the "Company"), and
Cole Taylor Bank, an Illinois state chartered bank, as the successor trustee,
and its successor or successors and assigns in the trust hereby evidenced, as
trustee (the "Trustee").


                                WITNESSETH THAT:

               WHEREAS, effective as of October 1, 1996, the Company established
a tax-qualified plan known as the Taylor Capital Group, Inc. 401(k)/Profit
Sharing and Employee Stock Ownership Plan (the "Prior Plan") for the exclusive
benefit of its eligible employees and those of any Related Company (as defined
in Article VII) that adopted the Prior Plan and became a party to the Taylor
Capital Group, Inc. 401(k)/Profit Sharing and Employee Stock Ownership Trust
(the "Prior Trust")(the Company and the Related Companies that are parties
hereto are sometimes referred to below collectively as the "Employers" and
individually as "Employer"); and

               WHEREAS, effective as of October 1, 1998, the Company has
amended, restated and continued the Prior Plan in the form of the Taylor Capital
Group, Inc. Profit Sharing and Employee Stock Ownership Plan (the "Plan"); and

               WHEREAS, in connection with the amendment, restatement and
continuation of the Prior Plan, the cash or deferred portion of the Prior Plan
has been spun-off from the Prior Plan to the Taylor Capital Group, Inc. 401(k)
Plan (the "401(k) Plan"); and

               WHEREAS, the Plan is intended to meet the applicable requirements
of Sections 401(a) and 401(k) and a portion of the Plan is intended to be an
employee stock ownership plan within the meaning of Section 4975(e)(7) of the
Internal Revenue Code of 1986, as amended (the "Code"); and

               WHEREAS, the Prior Trust has been amended and restated into the
trust established pursuant to this agreement (the "Trust"), which will implement
and form a part of the Plan and is intended to be tax-exempt under Section
501(a) of the Code; and

               WHEREAS, the portion of the Prior Trust which was attributable to
the cash or deferred portion of the Prior Plan has been spun off from the Prior
Trust into a trust agreement which forms a part of the 401(k) Plan;
<PAGE>   5
               NOW THEREFORE, pursuant to the authority delegated to the
undersigned officers of the Company by resolution of its Board of Directors, IT
IS AGREED, by and between the parties hereto, that the trust provisions
contained herein shall constitute the agreement between the Company and the
Trustee in connection with the Plan; and

               IT IS FURTHER AGREED, that the Trustee hereby accepts its
appointment as such under this Trust Agreement.

               IT IS FURTHER AGREED, by and between the parties hereto as
follows:



                                    ARTICLE I

                                      Name


                         This Trust Agreement and Trust hereby evidenced shall
be known as the "TAYLOR CAPITAL GROUP, INC. PROFIT SHARING AND EMPLOYEE STOCK
OWNERSHIP TRUST."



                                   ARTICLE II

                   Management and Control of Trust Fund Assets


               II-1. The Trust Fund. The "Trust Fund" as at any date means all
property of every kind then held by the Trustee pursuant to this Trust
Agreement. The Trustee may manage, administer and invest all contributions made
by the several Employers under the Plan as one Trust Fund, except to the extent
that the authority to manage investments has been allocated to one or more
investment managers pursuant to Article II-5. If, for any reason, it becomes
necessary to determine the portion of the Trust Fund allocable to employees and
former employees of any Employer as of any date, the Committee (as defined in
Article II-2) shall specify such date as an accounting date, and after all
adjustments required under the Plan as of that accounting date have been made,
the portion of the Trust Fund attributable to such employees and former
employees shall be determined and shall consist of an amount equal to the
aggregate of the account balances of employees and former employees of that
Employer plus an amount equal to any allocable contributions made by that
Employer since the close of the immediately preceding plan year. The indicia of
ownership of all assets of the Trust Fund must always reside within the
jurisdiction of the district courts of the United States.
<PAGE>   6
               II-2. Plan Administration. The Plan shall be administered by a
committee (the "Committee"), the members of which shall be certified to the
Trustee by the Company. Except as provided in Article II-4, the Trustee shall
have no authority to act unless directed in writing by the Committee. Such
directions shall take effect when received by the Trustee. The Committee may
authorize one or more individuals to sign all communications between the
Committee and Trustee and shall at all times keep the Trustee advised of the
names of the members of the Committee and individuals authorized to sign on
behalf of the Committee, and provide specimen signatures thereof. With the
Trustee's prior written consent, the Committee may authorize the Trustee to act,
without specific directions or other directions or instructions from the
Committee, on any matter or class of matters with respect to which directions or
instructions from the Committee are called for hereunder. A written statement
signed by a majority of the Committee members or by an authorized Committee
member shall be conclusive in favor of the Trustee acting in reliance thereon.
The Trustee shall be fully protected in relying on any communication sent by any
authorized person and shall not be required to verify the accuracy or validity
of any signature unless the Trustee has reasonable grounds to doubt the
authenticity of any signature. If the Trustee requests any directions hereunder
and does not receive them, the Trustee shall act or refrain from acting, as it
may determine, with no liability for such action or inaction.


               II-3. Exercise of Trustee's Duties. The Trustee shall discharge
its duties hereunder solely in the interest of the Plan Participants and other
persons entitled to benefits under the Plan, and:

               (a)            for the exclusive purpose of:

                              (i)            providing benefits to Participants
                                             and other persons entitled to
                                             benefits under the Plan; and

                              (ii)           defraying reasonable expenses of
                                             administering the Plan;

               (b)            with the care, skill, prudence, and diligence
                              under the circumstances then prevailing that a
                              prudent person acting in a like capacity and
                              familiar with such matters would use in the
                              conduct of an enterprise of a like character and
                              with like aims; and

               (c)            in accordance with the documents and instruments
                              governing the Plan unless, in the good faith
                              judgment of the Trustee, the documents and
                              instruments are not consistent with the provisions
                              of the Employee Retirement Income Security Act of
                              1974, as amended ("ERISA").


               II-4. General Powers. Subject to the provisions of Articles II-2
and II-3, and Article III, with respect to the Trust Fund, the Trustee shall
have the following powers, rights and duties in addition to those provided
elsewhere in this Trust Agreement or by law:
<PAGE>   7
               (a)            to receive and to hold all contributions paid to
                              it under the Plan; provided, however, that the
                              Trustee shall have no duty to require any
                              contributions to be made to it, or to determine
                              that the contributions received by it comply with
                              the provisions of the Plan or with any resolution
                              of the Board providing therefor;

               (b)            as directed by the Committee, to retain in cash
                              (pending investment, reinvestment or the
                              distribution of dividends) such reasonable amount
                              as may be required for the proper administration
                              of the Trust and to invest such cash as provided
                              in Article III-2; provided, however, that pending
                              receipt of directions from the Committee, the
                              Trustee may retain reasonable amounts of cash, in
                              its discretion, without any liability for
                              interest;

               (c)            as directed by the Committee, to make
                              distributions from the Trust Fund to such persons
                              or trusts, in such manner, at such times and in
                              such forms (cash or other property) as directed
                              without inquiring as to whether a payee is
                              entitled to the payment, or as to whether a
                              payment is proper, and without liability for a
                              payment made in good faith without actual notice
                              or knowledge of the changed condition or status of
                              the payee. If any payment of benefits directed to
                              be made from the Trust Fund by the Trustee is not
                              claimed, the Trustee shall notify the Committee of
                              that fact promptly. The Committee shall make a
                              diligent effort to ascertain the whereabouts of
                              the payee or distributee of benefits returned
                              unclaimed. The Trustee shall dispose of such
                              payments as the Committee shall direct. The
                              Trustee shall have no obligation to search for or
                              ascertain the whereabouts of any payee or
                              distributee of benefits from the Trust Fund;

               (d)            to vote or tender any company stock as provided in
                              Section 14 of the Plan, and any other stocks,
                              bonds or other securities held in the Trust, or
                              otherwise consent to or request any action on the
                              part of the issuer in person, by proxy or power of
                              attorney;

               (e)            as directed by the Committee or named fiduciaries,
                              as defined in subsection 1.5 of the Plan, to
                              contract or otherwise enter into transactions
                              between itself, as Trustee, and the Company, a
                              Related Company, or any Company shareholder or
                              other individual, for the purpose of acquiring or
                              selling company stock (as defined in subsection
                              4.1 of the Plan) and, subject to the provisions of
                              Article II-3, shall retain such company stock;

               (f)            to compromise, contest, arbitrate, settle or
                              abandon claims and demands by or against the Trust
                              Fund;

               (g)            to begin, maintain or defend any litigation
                              necessary in connection with the
<PAGE>   8
                              investment, reinvestment and administration of the
                              Trust, and, to the extent not paid from the Trust
                              Fund, the Company shall indemnify the Trustee
                              against all expenses and liabilities reasonably
                              sustained or anticipated by it by reason thereof
                              (including reasonable attorneys' fees);

               (h)            to retain any funds or property subject to any
                              dispute without liability for the payment of
                              interest, or to decline to make payment or
                              delivery thereof until final adjudication is made
                              by a court of competent jurisdiction;

               (i)            to report to the Company as of the last day of
                              each Plan Year (which shall be the same as the
                              Trust's fiscal year), as of any accounting date
                              (or as soon thereafter as practicable), or at such
                              other times as may be required under the Plan, the
                              then "Net Worth" of the Trust Fund, that is, the
                              fair market value of all property held in the
                              Trust Fund, reduced by any liabilities other than
                              liabilities to Participants in the Plan and their
                              Beneficiaries, as determined by the Trustee;

               (j)            to furnish to the Company an annual written
                              account and accounts for such other periods as may
                              be required under the Plan, showing the Net Worth
                              of the Trust Fund at the end of the period, all
                              investments, receipts, disbursements and other
                              transactions made by the Trustee during the
                              accounting period, and such other information as
                              the Trustee may possess which the Company requires
                              in order to comply with Section 103 of ERISA. The
                              Trustee shall keep accurate accounts of all
                              investments, earnings thereon, and all accounts,
                              books and records related to such investments
                              shall be open to inspection by any person
                              designated by the Company or the Committee. All
                              accounts of the Trustee shall be kept on an
                              accrual basis. If, during the term of this Trust
                              Agreement, the Department of Labor issues
                              regulations under ERISA regarding the valuation of
                              securities or other assets for purposes of the
                              reports required by ERISA, the Trustee shall use
                              such valuation methods for purposes of the
                              accounts described by this subparagraph. All
                              valuations of shares of company stock shall be
                              made by an "Independent Appraiser" (as described
                              in Section 401(a)(28)(C) of the Code) retained by
                              the Trustee, and reviewed and finalized by the
                              Trustee, in accordance with Section 3(18)(B) of
                              ERISA. The Company may approve such accounting by
                              written notice of approval delivered to the
                              Trustee or by failure to express objection to such
                              accounting in writing delivered to the Trustee
                              within sixty (60) days from the date upon which
                              the accounting was delivered to the Company. Upon
                              the receipt of a written approval of the
                              accounting, or upon the passage of the period of
                              time within which objection may be filed without
                              written objections having been delivered to the
                              Trustee, such accounting shall be deemed to be
                              approved, and the Trustee shall be released and
                              discharged as to all items, matters and things set
                              forth in such account, as fully as if such
<PAGE>   9
                              accounting had been settled and allowed by decree
                              of a court of competent jurisdiction in an action
                              or proceeding in which the Trustee, the Company
                              and all persons having or claiming to have any
                              interest in the Trust Fund or under the Plan were
                              parties.

               (k)            as directed by the Committee, to pay any estate,
                              inheritance, income or other tax, charge or
                              assessment attributable to any benefit which shall
                              or may be required to pay out of such benefit;
                              provided that the Trustee in its sole undirected
                              discretion may require before making any payment
                              such release or other document from any taxing
                              authority and such indemnity from the intended
                              payee as the Trustee shall deem necessary for its
                              protection;

               (l)            to employ and to reasonably rely upon information
                              and advice furnished by agents, attorneys,
                              Independent Appraisers, accountants or other
                              persons of its choice for such purposes as the
                              Trustee considers desirable;

               (m)            to assume, until advised to the contrary, that the
                              Trust evidenced by this Agreement is qualified
                              under Section 401(a) of the Code and is entitled
                              to tax exemption under Section 501(a) thereof;

               (n)            to have the authority to invest and reinvest the
                              assets of the Trust Fund, upon direction from the
                              Committee, in personal property of any kind,
                              including, but not limited to bonds, notes,
                              debentures, mortgages, equipment trust
                              certificates, investment trust certificates,
                              guaranteed investment contracts, preferred or
                              common stock, and registered investment companies;
                              provided, however, that all investments in company
                              stock shall be undertaken pursuant to the
                              provisions of Article III-2. The Trustee shall
                              follow the directions of the Committee and shall
                              have no duty or obligation to review the assets
                              from time to time so acquired, nor to make any
                              recommendations with respect to the investment,
                              reinvestment or retention thereof;

               (o)            as directed by the Committee, to exercise any
                              options, subscription rights and other privileges
                              with respect to Trust assets, subject to the
                              provisions of Article III;

               (p)            to register ownership of any securities or other
                              property held by it in its own name or in the name
                              of a nominee, with or without the addition of
                              words indicating that such securities are held in
                              a fiduciary capacity, and may hold any securities
                              in bearer form, but the books and records of the
                              Trustee shall at all times reflect that all such
                              investments are part of the Trust;

               (q)            with the approval of the Committee, to borrow such
                              sum or sums from time
<PAGE>   10
                              to time as the Trustee considers necessary or
                              desirable and in the best interest of the Trust
                              Fund, including to purchase Company Stock (as
                              defined in subsection 4.1 of the Plan), and to
                              enter into such agreements as the Trustee
                              determines necessary or appropriate to accomplish
                              such actions, and for that purpose to mortgage or
                              pledge any part of the Trust Fund (subject to the
                              provisions of Code Section 4795(c) and the
                              regulations issued thereunder);

               (r)            to participate in and use the Federal Book-Entry
                              Account System, a service provided by the Federal
                              Reserve Bank for its member banks for deposit of
                              Treasury securities; and

               (s)            as directed by the Committee, to perform any and
                              all other acts which are necessary or appropriate
                              for the proper management, investment and
                              distribution of the Trust Fund.


               II-5. Investment Managers. The Committee may appoint one or more
investment managers (as defined in section 3(38) of ERISA) to manage the
investment of any part or all of the assets of the Trust Fund. Except as
otherwise provided by law, the Trustee shall have no obligation for investment
of any assets of the trust fund which are subject to management by an investment
manager. Appointment of an investment manager shall be made by written notice to
the investment manager and the Trustee, which notice shall specify those powers,
rights and duties of the Trustee under this agreement that are allocated to the
investment manager and that portion of the assets of the trust fund subject to
investment management. An investment manager so appointed pursuant to this
paragraph shall be either a registered investment adviser under the Investment
Advisers Act of 1940, a bank, as defined in said Act, or an insurance company
qualified to manage, acquire and dispose of the assets of the plan under the
laws of more than one state of the United States. Any such investment manager
shall acknowledge to the company in writing that it accepts such appointment and
that it is a fiduciary with respect to the plan and trust. An investment manager
may resign at any time upon written notice to the Trustee and the Committee. The
Committee may remove an investment manager at any time by written notice to the
investment manager and the Trustee.


               II-6. Responsibility of Trustee. The Trustee shall not be
responsible in any way for the adequacy of the Trust Fund to meet and discharge
any or all liabilities under the Plan or for the proper application of
distributions made or other action taken upon the written direction of the
Committee. The powers, duties and responsibilities of the Trustee shall be
limited to those set forth in this Trust Agreement, and nothing contained in the
Plan, either expressly or by implication, shall be deemed to impose any
additional powers, duties or responsibilities on the Trustee.
<PAGE>   11
               II-7. Compensation and Expenses. The Trustee shall be entitled to
reasonable compensation for its services, as agreed to between the Company and
the Trustee from time to time in writing and to reimbursement of all reasonable
expenses incurred by the Trustee in the administration of the Trust. The Trustee
is authorized to pay from the Trust Fund all expenses of administering the Plan
and Trust, including its compensation, compensation to any agents employed by
the Trustee and any accounting and legal expenses, to the extent they are not
paid directly by the Employers. The Trustee shall be fully protected in making
payments of administrative expenses pursuant to the written directions of the
Committee.


               II-8. Continuation of Powers Upon Trust Termination.
Notwithstanding anything to the contrary in this Agreement, upon termination of
the Trust, the powers, rights and duties of the Trustee hereunder shall continue
until all Trust Fund assets have been liquidated.



                                   ARTICLE III

                              Provisions Related to
                           Investment in Company Stock


               III-1. Investment in Company Stock. The primary purpose of the
employee stock ownership portion of the Plan is to acquire an ownership interest
in the Company either from the Company or its shareholders and to provide
deferred compensation benefits to Participants and Beneficiaries in the form of
share of company stock.
Accordingly, that portion of the Plan has been established to provide for
investment primarily in shares of company stock.


               III-2. Investment of Cash. If an Employer's contribution made
pursuant to the provisions of Section 3 of the Plan for any plan year is in
cash, such cash shall be used by the Trustee as directed in writing by the
Committee. The Trustee is authorized to purchase company stock (as defined in
subsection 4.1 of the Plan) or to liquidate the company stock held in the ESOP
stock account of a terminated participant with the assets contained in the
active participants' ESOP cash accounts, as directed by the Committee. The
Trustee is further authorized to purchase company stock from the Company, a
Related Company, or from any shareholder, if the Trustee is directed by the
Committee, and such stock may be outstanding, newly issued or treasury stock.
All such purchases must be at a price not in excess of fair market value, as
determined by an Independent Appraiser when the company stock is not publicly
traded. Pending investment of cash in company stock, such cash may be invested
in savings accounts, certificates of deposit, high-grade short-term securities,
common or preferred stocks, bonds, or other investments, or may be held in cash.
Such investments may include any collective investment trust which provides for
the pooling of assets of plans described in section 401(a) of the Code and
exempt from tax under section 501(a) of the Code the terms of which are
<PAGE>   12
incorporated by reference.


               III-3. Stock Dividends, Splits and Other Capital Reorganizations.
Any company stock received by the Trustee as a stock split or dividend or as a
result of a reorganization or other recapitalization of the Company shall be
allocated as of each accounting date under the Plan in proportion to the company
stock to which it is attributable.


               III-4. Put Option. If the distribution of a Participant's ESOP
stock account is to be made in cash, or a distribution is made pursuant to
subsection 6.4 of the Plan, or the Trustee expects to incur substantial Trust
expenses which will not be paid directly by the Employers, and the Trustee
determines that the Trust Fund has insufficient cash to make anticipated
distributions or pay Trust expenses, the Trust shall have a "put option" on
company stock it holds to the Company to the extent the Trustee receives written
direction from the Committee for the purpose of making such anticipated
distributions and paying such expenses. The purchase price for the company stock
purchased by the Company pursuant to the "put option" will be the fair market
value of the company stock, as of the date of the purchase, as determined by an
Independent Appraiser.



                                   ARTICLE IV

                                  Miscellaneous


               IV-1. Disagreement as to Acts. If there is a disagreement between
the Trustee and anyone as to any act or transaction reported in any accounting,
the Trustee shall have the right to have its account settled by a court of
competent jurisdiction.


               IV-2. Persons Dealing with Trustee. No person dealing with the
Trustee shall be required to see to the application of any money paid or
property delivered to the Trustee, or to determine whether or not the Trustee is
acting pursuant to any authority granted to it under this Agreement or the Plan.


               IV-3. Benefits May Not Be Assigned or Alienated. The interests
under the Plan and this Agreement of Participants and other persons entitled to
benefits under the Plan are not subject to the claims of their creditors and may
not be voluntarily or involuntarily assigned, alienated or encumbered, except to
the extent that the Committee directs the Trustee that any such interests are
subject to a qualified domestic relations order, as defined in Section 414(p) of
the Code.
<PAGE>   13
               IV-4. Evidence. Evidence required of anyone under this Agreement
may be by certificate, affidavit, document or other instrument which the person
acting in reliance thereon considers pertinent and reliable, and signed, made or
presented by the proper party.


               IV-5. Waiver of Notice. Any notice required under this Agreement
may be waived in writing by the person entitled thereto.


               IV-6. Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be deemed an original and no other
counterparts need be produced.


               IV-7. Governing Laws and Severability. This Agreement shall be
construed and administered according to the laws of the Commonwealth of
Massachusetts to the extent that such laws are not preempted by the laws of the
United States of America. If any provision of this Agreement is held illegal,
invalid or contrary to ERISA, the illegality or invalidity or contrary provision
shall not affect the remaining provisions of the Agreement, but shall be
severable, and the Agreement shall be construed and enforced as if the illegal
or invalid provision had never been inserted herein.


               IV-8. Successors, Etc. This Agreement shall be binding on the
Employers, and any successor thereto by virtue of any merger, sale, dissolution,
consolidation or reorganization, on the Trustee and its successor and on all
persons entitled to benefits under the Plan and their respective heirs and legal
representatives.


               IV-9. Action. Any action required or permitted to be taken by the
Company under this Agreement shall be by resolution of its Board of Directors or
by a person or persons authorized by resolution of its Board of Directors. The
Trustee shall not recognize or take notice of any appointment of any
representative of the Company or Committee unless and until the Company or the
Committee shall have notified the Trustee in writing of such appointment and the
extent of such representative's authority. The Trustee may assume that such
appointment and authority continue in effect until it receives written notice to
the contrary from the Company or Committee. Any action taken or omitted to be
taken by the Trustee by authority of any representative of the Company or
Committee within the scope of his authority shall be as effective for all
purposes hereof as if such action or nonaction had been authorized by the
Company or Committee.
<PAGE>   14
               IV-10. Conformance with Plan. Unless otherwise indicated in this
Trust Agreement, all capitalized terms shall have the meaning as stated in the
Plan. The Company has provided the Trustee with an executed or certified copy of
the Plan and shall provide the Trustee with a certified copy of each amendment
thereto promptly upon adoption. To the extent the provisions of the Plan and
this Agreement conflict, the provisions of the Plan shall govern; provided
however, that the Trustee's duties and obligations shall be determined solely
under this Trust Agreement.


               IV-11. Indemnification. The Company shall indemnify and hold
harmless the Trustee from all loss or liability (including expenses and
reasonable attorneys' fee) to which the Trustee may be subject by reason of the
execution of its duties under this Trust Agreement, or by reason of any acts
taken in good faith in accordance with directions, or acts omitted in good faith
due to absence of directions, from the Committee unless such loss or liability
is due to the Trustee's gross negligence or willful misconduct. The Trustee is
entitled to collect on the indemnity provided by this Article IV-11 only from
the Company, and is not entitled to any direct or indirect indemnity payment
from assets of the Trust Fund.


               IV-12. Headings. The headings of Sections of this Agreement are
for convenience of reference only and shall have no substantive effect on the
provisions of this Agreement.


               IV-13. Notice. All notices that are required or may be given
pursuant to the terms of this Trust Agreement shall be in writing and shall be
sufficient in all respects if delivered personally or by registered or certified
mail, postage prepaid, as follows:

                                         If to the Company to:

                                         Taylor Capital Group, Inc.
                                         350 East Dundee Road
                                         Wheeling, Illinois, 60090
                                         Attn: Director of Human Resources

                                         If to the Trustee:

                                         Cole Taylor Bank
                                         350 E. Dundee Road
                                         Wheeling, IL  60090
                                         Attn:  Scott McCartan

Any notice required under this Trust Agreement may be waived by the person
entitled to notice.
<PAGE>   15
                                    ARTICLE V

                             No Reversion to Company


               No part of the corpus or income of the Trust Fund shall revert to
any Employer or be used for, or diverted to, purposes other than for the
exclusive benefit of Participants and other persons entitled to benefits under
the Plan, provided, however, that:

               (a)            Each Employer's contribution under the Plan is
                              conditioned on the initial qualification of the
                              Plan as applied to that Employer under Section
                              401(a) of the Code and if that Plan does not so
                              initially qualify, the Trustee shall, upon written
                              direction of the Committee, return to that
                              Employer the amount of such contribution and any
                              increment thereon within one calendar year after
                              the date that qualification of the Plan, as
                              applied to that Employer, is denied, but only if
                              the application for qualification is submitted
                              within the time prescribed by law.

               (b)            If, upon termination of the Plan with respect to
                              any Employer, any amounts are held in a 415
                              Suspense Account which are attributable to the
                              contributions of such Employer and such amounts
                              may not be credited to the Accounts of
                              Participants, such amounts, upon the written
                              direction of the Committee, will be returned to
                              that Employer as soon as practicable after the
                              termination of the Plan with respect to that
                              Employer.

               (c)            Employer contributions under the Plans are
                              conditioned upon the deductibility thereof under
                              Section 404 of the Code, and, to the extent any
                              such deduction of an Employer is disallowed, the
                              Trustee shall, upon the written direction of the
                              Committee, return the amount of the contribution
                              (to the extent disallowed), reduced by the amount
                              of any losses thereon, to the Employer within one
                              year after the date the deduction is disallowed.

               (d)            If a contribution or any portion thereof is made
                              by an Employer by a mistake of fact, the Trustee
                              shall, upon written direction of the Committee,
                              return the amount of the contribution or such
                              portion, reduced by the amount of any losses there
                              on, to the Employer within one year after the date
                              of payment to the Trustee.

Notwithstanding the foregoing, the Trustee has no responsibility as to the
sufficiency of the Trust Fund to provide any distribution to an Employer under
this Article V.
<PAGE>   16
                                   ARTICLE VI

                                Change of Trustee


               VI-1. Resignation. The Trustee may resign at any time by giving
thirty (30) days' advance written notice to the Company and the Committee.



               VI-2. Removal of the Trustee. The Committee may, with the consent
of the Company, which shall not be unreasonably withheld, remove the Trustee by
giving thirty (30) days' advance written notice to the Trustee, subject to
providing the removed Trustee with satisfactory written evidence of the
appointment of a successor Trustee and of the successor Trustee's acceptance of
the trusteeship.


               VI-3. Duties of Resigning or Removed Trustee and of Successor
Trustee. If the Trustee resigns or is removed, it shall promptly transfer and
deliver the assets of the Trust Fund to the successor Trustee, and may reserve
such amount to provide for the payment of all fees and expenses, or taxes then
or thereafter chargeable against the Trust Fund, to the extent not previously
paid by the Company. The Company shall be obligated to reimburse the Trust for
any amount reserved by the Trustee. Within 120 days, the resigned or removed
Trustee shall furnish to the Company and the successor Trustee an account of its
administration of the Trust from the date of its last account. Each successor
Trustee shall succeed to the title to the Trust Fund vested in his predecessor
without the signing or filing of any further instrument, but any resigning or
removed Trustee shall execute all documents and do all acts necessary to vest
such title or record in any successor Trustee. Each successor shall have all the
powers, rights and duties conferred by this Trust Agreement as if originally
named Trustee. No successor Trustee shall be personally liable for any act or
failure to act of a predecessor Trustee. With the approval of the Committee, a
successor Trustee may accept the account rendered and the property delivered to
it by its predecessor Trustee as a full and complete discharge to the
predecessor Trustee without incurring any liability or responsibility for so
doing.


               VI-4. Filling Trustee Vacancy. The Committee may, with the
consent of the Company, which shall not be unreasonably withheld, fill a vacancy
in the office of Trustee as soon as practicable by a writing filed with the
person or entity appointed to fill the vacancy.
<PAGE>   17
                                   ARTICLE VII

                              Additional Employers

               Any Related Company (as defined below) may become a party to this
Trust Agreement by:

               (a)            filing with the Company and the Trustee a
                              certified copy of a resolution of its Board of
                              Directors to that effect; and

               (b)            filing with the Trustee a certified copy of a
                              resolution of the Board of Directors of the
                              Company consenting to such action.

A "Related Company" is any corporation, trade or business during any period in
which it is, along with the Company, a member of a controlled group of
corporations, a group of trades or businesses under common control or an
affiliated service group, as described in section 414(b), 414(c) and 414(m),
respectively, of the Code or as described in regulations issued by the Secretary
of the Treasury or his delegate pursuant to section 414(o) of the Code. Any
Related Company so becoming a party to this Trust Agreement shall be deemed to
have irrevocably appointed the Company as its agent for all purposes of this
Trust Agreement to the end that the Trustee may deal with the Company as if the
Company were the only Employer party to this Trust Agreement.



                                  ARTICLE VIII

                            Amendment and Termination


               VIII-1. Amendment. While the Employers expect and intend to
continue the Trust, the Company reserves the right to amend the Trust at any
time pursuant to an action of the Company's Board of Directors, except that no
amendment shall change the rights, duties and liabilities of the Trustee under
this Trust Agreement without its prior written agreement, nor reduce a
Participant's benefits to less than the amount such Participant would be
entitled to receive if such Participant had resigned from the employ of the
Employers on the date of the amendment. Amendments to the Trust shall be
effective upon execution of such amendments by both the Company and the Trustee.


               VIII-2. Termination. The Trust may be terminated as to all
Employees on any date specified by the Company. The Trust will terminate as to
any Employer on the first to occur of the following:
<PAGE>   18
               (a)            the date it is terminated by that Employer;

               (b)            the date such Employer's contributions to the
                              Trust are completely discontinued;

               (c)            the date such Employer is judicially declared
                              bankrupt under Chapter 7 of the U.S. Bankruptcy
                              Code; or

               (d)            the dissolution, merger, consolidation, or
                              reorganization of that Employer, or the sale by
                              that Employer of all or substantially all of its
                              assets, except that, with the consent of the
                              Company, such arrangements may be made whereby the
                              Trust will be continued by any successor to that
                              Employer or any purchaser of all or substantially
                              all of that Employer's assets, in which case the
                              successor or purchaser will be substituted for
                              that Employer under the Trust.

The Trustee's powers upon termination as described above will continue until
liquidation of the Trust Fund, or the portion thereof attributable to an
Employer, as the case may be. Upon termination of this Trust the Trustee shall
first reserve such reasonable amounts as it may deem necessary to provide for
the payment of any expenses or fees then or thereafter chargeable to the Trust
Fund. Subject to such reserve, the balance of the Trust Fund shall be liquidated
and distributed by the Trustee to or for the benefit of the Participants or
their beneficiaries, as directed by the Committee after compliance with
applicable requirements of ERISA, as amended from time to time, or other
applicable law, accompanied by a certification that the disposition is in
accordance with the terms of the Plan and the Trustee need not question the
propriety of such certification. The Company shall have full responsibility to
see that such distribution is proper and within the terms of the Plan and this
Trust.
<PAGE>   19
               IN WITNESS WHEREOF, the Company and Trustee have caused these
presents to be signed and their seals to be hereunto affixed and attested by
their duly authorized officers all as of the day and year first above written.

                                              TAYLOR CAPITAL GROUP, INC.



                                             -----------------------------------
                                             President



                                             Cole Taylor Bank, not in its
                                             individual or corporate capacity,
                                             but solely as Trustee of the Taylor
                                             Capital Group, Inc. Profit Sharing
                                             and Employee Stock Ownership Trust


                                             -----------------------------------
                                              Senior Vice President