EXHIBIT 99.4

                               THIRD AMENDMENT TO
                         WINTRUST FINANCIAL CORPORATION
                            1997 STOCK INCENTIVE PLAN

         WHEREAS, Wintrust Financial Corporation (the "Company") maintains the
Wintrust Financial Corporation 1997 Stock Incentive Plan (the "Plan");

         WHEREAS, the Board of Directors and the Shareholders of the Company
have approved a proposal to amend the Plan to increase the number of shares
authorized for issuance thereunder by an additional 1,200,000 shares of Common
Stock;

         NOW, THEREFORE, the Board of Directors of the Company declares that the
Plan, in accordance with paragraph 9 of the Plan, be and hereby is amended,
effective as of May 27, 2004, as follows:

         By substituting the following for paragraph 5 of the Plan:

                  "5. Stock Subject to the Provisions of this Plan. The stock
         subject to the provisions of this Plan shall be shares of authorized
         but unissued Common Stock. Subject to adjustment in accordance with the
         provisions of Section 10, the total number of shares of Common Stock
         which may be issued under the Plan or with respect to which Awards may
         be granted shall not exceed 5,681,038 shares, including for this
         purpose the 1,777,359 shares heretofore authorized and available for
         issuance under the Predecessors Plans. All shares available for
         issuance under the Plan may be issued with respect to incentive stock
         options. Upon:

                  (a) a payout of an Award in the form of cash;

                  (b) a cancellation, termination, expiration, forfeiture, or
         lapse for any reason (with the exception of the termination of a tandem
         Award upon exercise of the related Award, or the termination of a
         related Award upon exercise of the corresponding tandem Award) of any
         Award; or

                  (c) payment of an option price, and/or payment of any taxes
         arising upon exercise of an option or payout of any Award, with
         previously acquired shares or by withholding shares which otherwise
         would be acquired on exercise or issued upon such payout,

         then the number of shares of Common Stock underlying any such Award
         which were not issued as a result of any of the foregoing actions shall
         again be available for the purposes of Awards under the Plan."