Deferred Compensation Plan



 
EXHIBIT
10.65 
 
Amendment No. 3 
Taylor Capital Group, Inc. 
Deferred Compensation Plan 
 
THIS AMENDMENT is made by Taylor Capital Group, Inc., a Delaware corporation (the “Employer”). 
 
WHEREAS, THE EMPLOYER 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 4.5 VESTING IN EVENT OF CHANGE
OF CONTROL oF THE PLAN, IN THE EVENT THERE IS
A CHANGE OF CONTROL, AS THAT TERM IS DEFINED IN THE PLAN
DOCUMENT, ALL PREVIOUSLY UNVESTED PORTIONS OF A PLAN PARTICIPANT’S ACCOUNT
SHALL IMMEDIATELY BECOME VESTED TO SUCH PLAN PARTICIPANT, OR SUCH PLAN
PARTICIPANT’S BENEFICIARY OR ESTATE AS THE CASE MAY BE, AS OF
THE DATE OF THE CHANGE OF CONTROL; AND 
 
WHEREAS, THE EMPLOYER NOW WISHES TO AMEND
SECTION 4.5 VESTING IN EVENT OF CHANGE OF CONTROL OF
THE PLAN, TO PROVIDE FOR A NEW AND MORE COMPREHENSIVE DEFINITION OF
CHANGE OF CONTROL FOR THE ADMINISTRATION OF THIS 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 with an effective date coinciding with the execution date of this Amendment No. 3. 
 
NOW THEREFORE, in consideration of the foregoing premises, desires and promises contained in the Plan,
the Plan shall be amended as follows: 
 
1. Article 4,
Vesting, Section 4.5 “Vesting in Event of Change of Control” of 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: 
 

	

“4.5 Vesting in Event of Change of Control. Notwithstanding any
provision contained herein to the contrary, in the event that, prior to the time that the entire amount of the Matching, Discretionary and Executive Discretionary Contributions becomes vested a Change of Control occurs, then that portion of
the Matching, Discretionary and Executive Discretionary Contributions which has not yet become vested shall immediately become vested to such Participant or such Participant’s Beneficiary or estate, as the case may be, as of the date of such
Change of Control. For purposes of this 







Agreement Change Of Control shall mean, and be deemed to have occurred, on the date
of the first to occur any of the following: 
 
(1)
any “person” or “group” (as such terms are used in Section 13(d) and 14(d) of the Exchange Act) (other than the Taylor Family or an Employee Stock Ownership Plan established by the Company) becomes the beneficial owner, directly
or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company’s then outstanding securities and such person or group is or becomes the beneficial owner, directly or indirectly, of securities of
the Company having a combined voting power greater than that beneficially owned, directly or indirectly, by the Taylor Family; or 
 
(2) the majority of the members of the Company’s Board of Directors being replaced during any 12-month period by directors whose
appointment or election is not endorsed by a majority of the members of the Board of Directors of the Company immediately prior to such appointment or election; or 
 
(3) any reorganization, merger or consolidation (a “Reorganization”) involving the Company or the
Bank unless at least 50% of the then outstanding shares of common stock of the surviving corporation is held by persons who are shareholders of the Company or the Bank, respectively, immediately prior to such Reorganization in substantially the same
proportions as their ownership immediately prior to such Reorganization; or 
 
(4) consummation of (i) a “going private” transaction of the Company within the meaning of Section 13(e) of the Exchange Act, or (ii) the sale or other disposition of all or substantially all
of the assets of either the Company or the Bank, or (iii) the sale or other disposition of securities representing more than 70% of the voting power of the Bank; or 
 
(5) approval by the shareholders of the Company of a complete liquidation or dissolution of the Company under
Section 275 of the Delaware General Corporation Law or any successor statute. 
 
However, a Change in Control shall not occur under Paragraphs (2), (3) or (4) if the Taylor Family continues to be the beneficial owner, directly or indirectly, of more than 30% of the combined voting power of the then outstanding
securities of the Company (or of the Bank for a Change in Control under Subparagraphs (3), (4)(ii), or 4 (iii) involving the Bank), and no other person or group is or becomes the beneficial owner, directly or indirectly, of securities of the Company
(or the Bank for a Change in Control under Subparagraphs (3), (4)(ii) or 4(iii) involving the Bank) having combined voting power greater than that beneficially owned, directly or indirectly, by the Taylor Family. 
 
For purposes of this definition of Change in Control, the Taylor Family means
(i) Iris Taylor and the Estate of Sidney J. Taylor, (ii) a descendant (or a spouse of a descendant) of Sidney J. Taylor and Iris Taylor, (iii) any estate, trust, guardianship or custodianship for the primary benefit of 







any individual described in (i) or (ii) above, or (iv) a proprietorship, partnership, limited liability
company, or corporation controlled directly or indirectly by one or more individuals or entities described in (i), (ii), or (iii) above. 
 
For purposes of this definition of Change in Control the Company means Taylor Capital Group, Inc. or any successor entity, and the Bank means Cole Taylor
Bank or any successor entity. 
 
For purposes of this definition of
Change in Control, Employee Stock Ownership Plan means a retirement plan that is qualified under Section 401(a) of the Internal Revenue Code and is sponsored by the Company (or a member of its controlled group, as determined under Section 414(b) of
the Internal Revenue Code). 
 
The term “Exchange Act”
means the Securities Exchange Act of 1934. The terms “beneficial owner” and “beneficially owned” shall have the meaning set forth in Rule 13d-3 under the Exchange Act. 
 
The term “outstanding securities” when used in the context of the “combined voting power of the Company’s
then outstanding securities” shall mean only the common stock of the Company and securities convertible into such common stock.” 
 
2. The Plan’s index shall be automatically amended to reflect the changes as provided for in this Amendment No. 3. 
 
IN WITNESS WHEREOF, the undersigned duly authorized member of
the Committee has caused the foregoing amendment to be executed this 18th day of December, 2002. 
 

	
	 /s/    MELVIN E. PEARL


	 On behalf of the Committee as Aforesaid