February, 2001

Dear Shareholders,

         This  letter  provides  a brief  update  on our  financial  performance
through  the  fourth  quarter  of 2000  and  other  news of  Wintrust  Financial
Corporation.  Attached  to this  letter is a copy of our  January  22, 2001 news
release of our earnings for the quarter and year ended December 31, 2000. A more
detailed analysis will be available shortly in our 2000 Annual Report.

HIGHLIGHTS FOR FISCAL YEAR 2000

         We achieved  record  earnings in 2000 and  surpassed  the $2.1  billion
asset  level.  Here  is a high  level  summary  of  our  financial  results  and
accomplishments during 2000:

     o    Wintrust  generated  record  earnings for the year. Net income for the
          year was up 46% excluding a $4.3 million  pre-tax  charge related to a
          fraudulent scheme  perpetrated  against our premium finance subsidiary
          in the third quarter. Actual net income was up 18% over the prior year
          including the impact of the charge;

     o    Fourth quarter earnings  increased 36% over the prior year quarter and
          reached $3.8 million;

     o    Our compound  growth rate in earnings  (excluding  the  aforementioned
          charge)  over the last five years is in excess of 55% and is in excess
          of 41% measured over a three-year period;

     o    Similarly,  our compound  growth rate in revenues,  measured over one,
          three and five year periods, has consistently approximated 35%;

     o    For 2000,  we grew our assets by 25% over a year ago. And our compound
          growth rates over the last three and  five-year  periods have been 26%
          and 35%,  respectively.  We are  proud  of the  strong  growth  we are
          consistently achieving;

     o    During 2000,  all of our community  banks reached  record asset levels
          and improved upon their profitability;

     o    Accordingly, we continue to be one of the fastest growing de novo bank
          groups  in the  country,  not  only in  assets,  but in  earnings  and
          revenues as well;

                                     - 1 -

     o    Tricom,  Inc.  experienced record volume and earnings for the year and
          the transition of that acquisition  went smoothly.  2000 was our first
          full  year of  ownership  of  Tricom  and  its  results  exceeded  our
          expectations;

     o    In  November,  we  opened  our  seventh  de novo  bank in  Northbrook,
          Illinois. At the end of January 2001, it has already surpassed the $35
          million  asset  level.  We also opened  three other  branch  locations
          during the year;

     o    The Company initiated its first ever dividend in 2000;

     o    The Company initiated and  substantially  completed a share repurchase
          program  that took  advantage  of a stock  market that  seemingly  was
          under-valuing our common stock; and,

     o    Our asset  quality  remains  strong,  as the  level of  non-performing
          assets is very manageable.


RECENT STOCK PRICE PERFORMANCE

         While we recognize  that we cannot  control the  movements of the stock
market,  we can  continue to execute a strategy  designed to produce  consistent
growth in earnings,  revenues  and assets.  Such results will be rewarded in due
course.

         We are pleased that at the date of this writing  (January 30, 2001) the
stock  price of  Wintrust  stood at $19.00 per share,  or 29% higher than a year
earlier.  By contrast the Nasdaq Bank Index was up 20% and the Nasdaq  Composite
Index  was  down  31%.  We  continue  to  believe  that we can  achieve  further
meaningful increases in share value as we continue to execute our strategy.


ANNUAL MEETING

         The 2001 Annual  Meeting of  Shareholders  is  scheduled  to be held on
Thursday, May 24, 2001 at 10:00 a.m. Please reserve the date. We hope to see you
there.


SUMMARY

         In summary, we are pleased with the Company's significant growth in the
fourth quarter and for the year. This was a very good year in terms of executing
our strategy of balancing  growth in the balance  sheet with growth in earnings.
For the future,  we are confident in our corporate  strategy and believe we have
strong momentum going into 2001. We are comfortable that we will be able to meet
or exceed  the  analysts'  consensus  earnings  estimates  for 2001 of $1.83 per
share.

                                     - 2 -

         We  are  grateful  for  your  support  of  our   organization  and  are
enthusiastic  about making the year 2001 another good year in terms of growth in
earnings and assets.


                                  Yours truly,




          /s/ John S. Lillard                         /s/ Edward J. Wehmer
          John S. Lillard                             Edward J. Wehmer
          Chairman                                    President and CEO










- --------------------------------------------------------------------------------
FORWARD-LOOKING STATEMENTS
This  letter  contains  forward-looking  statements  related  to  the  Company's
financial  performance  that are based on  estimates.  The Company  intends such
forward-looking  statements  to be covered  by the safe  harbor  provisions  for
forward-looking statements contained in the Private Securities Litigation Reform
Act of 1995, and is including this statement for purposes of invoking these safe
harbor  provisions.  Actual results could differ materially from those addressed
in the  forward-looking  statements  due to factors  such as changes in economic
conditions,  competition,  or other factors that may  influence the  anticipated
growth rate of loans and  deposits,  the quality of the loan  portfolio and loan
and deposit  pricing,  unanticipated  changes in interest rates that  negatively
impact net interest  income,  future  events that may cause  unforeseen  loan or
lease losses,  slower than anticipated  development and growth of Tricom and the
new  trust and  investment  business,  unanticipated  changes  in the  temporary
staffing industry, the ability to adapt successfully to technological changes to
compete  effectively  in the  marketplace,  the  ability to  attract  and retain
experienced senior management,  and the ability to recover on the loss resulting
from the  fraudulent  loan  scheme  perpetrated  against the  Company's  premium
finance  subsidiary.  Therefore,  there can be no assurances  that future actual
results will correspond to these forward-looking statements.
- --------------------------------------------------------------------------------

                                     - 3 -

                         Wintrust Financial Corporation
                727 North Bank Lane, Lake Forest, Illinois 60045


NEWS RELEASE

FOR IMMEDIATE RELEASE                                           January 22, 2001
- ---------------------

FOR MORE INFORMATION CONTACT:
Edward J. Wehmer, President & Chief Executive Officer
David A. Dykstra, Executive Vice President & Chief Financial Officer
(847) 615-4096
Website address:  www.wintrust.com


             WINTRUST FINANCIAL CORPORATION REPORTS RECORD EARNINGS
             ------------------------------------------------------
                        FOR THE FOURTH QUARTER AND YEAR.
                        --------------------------------
                 FOURTH QUARTER NET EARNINGS UP 36%; YEAR UP 18%
                 -----------------------------------------------


         LAKE FOREST,  ILLINOIS -- Wintrust Financial  Corporation  ("Wintrust")
(Nasdaq: WTFC) announced record net income of $3.8 million for the quarter ended
December 31, 2000,  an increase of $1.0  million,  or 36%, over the $2.8 million
recorded in the fourth quarter of 1999. On a per share basis, net income for the
fourth  quarter of 2000 totaled  $0.43 per diluted  common  share,  an $0.11 per
share,  or 35%,  increase as compared to the 1999 fourth  quarter total of $0.32
per diluted  common share.  The results for the fourth quarter of 2000 include a
pre-tax recovery of $200,000 related to the  non-recurring  loss reported in the
third quarter of 2000. Excluding the $200,000 recovery, net income in the fourth
quarter was $3.7  million,  an  increase  of  $888,000  or 32%,  over the fourth
quarter of 1999.
         For the year ended December 31, 2000, net income totaled a record $11.2
million, or $1.25 per diluted common share, an increase of $1.7 million, or 18%,
compared to the $9.4  million,  or $1.10 per diluted  common share  reported for
1999. The year to date results for 2000 include a  non-recurring  pre-tax charge
of $4.5 million and a partial recovery of $200,000, related to a fraudulent loan
scheme perpetrated against the Company's premium finance  subsidiary.  Excluding
the net non-recurring  charge of $4.3 million, net income for 2000 totaled $13.8
million, or $1.54 per diluted common share, an increase of $4.3 million, or 46%,
compared to 1999.
         "We are pleased  with the  Company's  continued  growth in earnings and
assets in the fourth  quarter  and for the year,"  commented  Edward J.  Wehmer,
President  and  Chief  Executive  Officer.  "This  was a very  good year for the
Company in terms of executing  our  strategy of balancing  growth in the balance
sheet with growth in earnings.  The Company's  compound growth rates in revenues
have exceeded 35% when  measured  over one and three year periods.  Our compound
growth in loans and deposits over the same time periods have ranged  between 20%
and 30%."

                                     - 4 -


         Mr. Wehmer added, "2000 was character-building year for us. We achieved
record earnings  despite the loss incurred related to the fraudulent loan scheme
perpetrated against us in the third quarter. Turning our focus to the future, we
are  confident  in our  corporate  strategy  and believe  2001 will  continue to
reflect good growth in assets and earnings.  We are comfortable  that we will be
able to meet or exceed the  analysts'  consensus  earnings  estimate for 2001 of
$1.83 per share."
         Total  assets  increased  to $2.10  billion at December  31,  2000,  an
increase of $423 million,  or 25%,  compared to $1.68 billion a year ago.  Total
loans grew to $1.56  billion as of December 31, 2000,  a $280  million,  or 22%,
increase over the $1.28 billion  balance a year  earlier.  Total  deposits as of
December 31, 2000 were $1.83  billion,  an increase of $363 million,  or 25%, as
compared to $1.46 billion as of December 31, 1999.
          Wintrust's key operating measures,  excluding the non-recurring charge
reported in 2000,  continue to show impressive  growth rates in 2000 as compared
to the prior year, as evidenced by the table below:



                                                                                                                12/31/2000
                                                                                                                   over
                                                                     Year                    Year               12/31/1999
                                                                     Ended                   Ended               Percent
    Dollars in thousands, except per share data                    12/31/2000             12/31/1999           Improvement
    -------------------------------------------                    ----------             ----------           -----------

                                                                                                         
    Net income*                                                        $ 13,761               $ 9,427             46.0%
    Net income per common share - Diluted*                             $   1.54               $  1.10             40.0%

    Net revenues                                                       $ 79,306              $ 57,542             37.8%
    Net interest income                                                $ 61,000              $ 47,734             27.8%

    Net interest margin                                                   3.66%                 3.54%              3.4%
    Core net interest margin                                              3.91%                 3.75%              4.3%
    Net overhead ratio*                                                   1.90%                 2.00%              5.1%
    Return on average assets*                                             0.74%                 0.63%             17.5%
    Return on average equity*                                            14.20%                11.58%             22.6%

    At end of period
    ----------------
    Total assets                                                     $2,102,806            $1,679,382             25.2%
    Total loans, net of unearned income                              $1,558,020            $1,278,249             21.9%
    Total deposits                                                   $1,826,576            $1,463,622             24.8%

    Book value per common share                                        $  11.87              $  10.60             12.0%
<FN>
*    Excludes  non-recurring charge of $4.520 million, net of a $200,000 partial
     recovery,  ($2.606  million  after  tax)  reported  in  2000  related  to a
     fraudulent loan scheme  perpetrated  against the Company's  premium finance
     subsidiary.
</FN>


                                     - 5 -



         For the fourth  quarter of 2000,  net  interest  income  totaled  $16.6
million and increased $3.5 million, or 27%, compared to the prior year quarterly
total of $13.1 million.  Noninterest  income totaled $5.0 million for the fourth
quarter of 2000, and increased $1.7 million,  or 50%, over the fourth quarter of
1999.  The increase in  noninterest  income over the prior year same quarter was
primarily  attributable to increases in the gains on the sale of premium finance
receivables  and from fees on  mortgage  loans  sold,  reflecting  increases  in
refinancing activity as mortgage rates began to decline.  Noninterest expense in
the fourth  quarter  totaled  $14.7  million,  reflecting  an  increase  of $3.5
million,  or 31%,  over the same period in 1999.  The primary  component  of the
increase  in  noninterest  expense was an  increase  in  salaries  and  employee
benefits of $2.3 million,  or 41%,  over the prior year amount.  The increase in
salaries and benefits was a result of the expansion of the trust and  investment
business, the expansion of the premium finance business, four additional banking
offices  including  the  staffing  of the  Company's  seventh de novo bank which
opened in 2000.
         The level of non-performing assets remained low and very manageable for
the Company's core banking loans at only $1.4 million, or only 0.14% of the core
banking  loan  portfolio.  The  non-performing  asset  level  for  the  indirect
automobile  portfolio  remained fairly constant at  approximately  $600,000,  or
0.30% of that portfolio.  The non-performing asset level for the premium finance
category  has  increased  due  to  seasonal  fluctuations  and  an  increase  of
delinquent  accounts  associated  with a  marketing  agreement  entered  into in
mid-1999.  The Company has begun  initiatives to  substantially  curtail the new
volume  generated  from  this  relationship  and  to  aggressively  collect  the
outstanding delinquent accounts.
         Wintrust is a multi-bank  holding  company whose common stock is traded
on the  Nasdaq  Stock  Market(R).  Its seven  suburban  Chicago  community  bank
subsidiaries,  each of which was founded as a de novo bank since  December 1991,
are located in high income retail  markets -- Lake Forest Bank & Trust  Company,
Hinsdale Bank & Trust  Company,  North Shore  Community  Bank & Trust Company in
Wilmette,  Libertyville  Bank & Trust Company,  Barrington Bank & Trust Company,
Crystal Lake Bank & Trust Company and Northbrook Bank & Trust Company. The banks
also operate facilities in Lake Bluff, Highwood,  Glencoe,  Winnetka,  Clarendon
Hills, Western Springs, Skokie and Wauconda, Illinois. Additionally, the Company
operates three non-bank subsidiaries.  First Insurance Funding Corporation,  one
of the largest commercial  insurance premium finance companies  operating in the
United States, serves commercial loan customers throughout the country. Wintrust
Asset  Management  Company,  a trust  subsidiary,  allows  Wintrust  to  service
customers' trust and investment  needs at each banking  location.  Tricom,  Inc.
provides short-term accounts  receivable  financing and value-added  out-sourced
administrative  services, such as data processing of payrolls,  billing and cash
management  services,  to temporary  staffing service clients located throughout
the United States.  Currently,  Wintrust  operates a total of 28 banking offices
and is in  the  process  of  constructing  two  additional  banking  facilities.
Wintrust Financial  Corporation has been one of the fastest growing de novo bank
groups in Illinois.

                                     - 6 -



WINTRUST FINANCIAL CORPORATION
SELECTED FINANCIAL HIGHLIGHTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
- ------------------------------------------------------------------------------------------------------------------------------
                                                             Three Months                            Year Ended
                                                          Ended December 31,                        December 31,
                                                       2000                1999               2000                1999
- ------------------------------------------------------------------------------------------------------------------------------
                                                                                                        
SELECTED FINANCIAL CONDITION DATA
  (AT END OF PERIOD):
  Total assets                                         $ 2,102,806         $ 1,679,382
  Total deposits                                         1,826,576           1,463,622
  Total loans, net of unearned income                    1,558,020           1,278,249
  Notes payable                                             27,575               8,350
  Long-term debt - trust preferred securities               51,050              31,050
  Total shareholders' equity                               102,276              92,947
- ------------------------------------------------------------------------------------------------------------------------------

SELECTED STATEMENTS OF INCOME DATA:
  Net interest income                                    $  16,643           $  13,098          $  61,000           $  47,734
  Net revenues                                              21,674              16,463             79,306              57,542
  Income before income taxes                                 5,611               4,273             16,448              14,151
  Net income                                                 3,815               2,806             11,155               9,427
  Net income per common share - Basic                         0.44                0.33               1.28                1.14
  Net income per common share - Diluted                       0.43                0.32               1.25                1.10
- ------------------------------------------------------------------------------------------------------------------------------

SELECTED FINANCIAL RATIOS AND OTHER DATA:
Performance Ratios:
  Net interest margin                                        3.65%               3.55%              3.66%               3.54%
  Core net interest margin (1)                               3.93%               3.75%              3.91%               3.75%
  Net interest spread                                        3.24%               3.23%              3.29%               3.23%
  Non-interest income to average assets                      0.99%               0.82%              0.99%               0.66%
  Non-interest expense to average assets                     2.90%               2.71%              3.12%               2.65%
  Net overhead ratio                                         1.90%               1.89%              2.13%               2.00%
  Net overhead ratio - excluding fraud charge (2)            1.94%               1.89%              1.90%               2.00%
  Return on average assets                                   0.75%               0.68%              0.60%               0.63%
  Return on average equity                                  15.44%              12.66%             11.51%              11.58%

  Average total assets                                 $ 2,014,873         $ 1,637,658        $ 1,853,582         $ 1,496,566
  Average shareholders' equity                              98,283              87,924             96,918              81,381
  Average loan-to-average deposit ratio                      87.5%               87.4%              87.7%               86.6%

Common Share Data at end of period:
  Market price per common share                           $  15.94            $  15.25
  Book value per common share                                11.87               10.60

Other Data at end of period:
  Number of:
    Bank subsidiaries                                            7                   6
    Non-bank subsidiaries                                        3                   3
    Banking offices                                             28                  24
- ------------------------------------------------------------------------------------------------------------------------------
<FN>
(1)  The core net interest margin excludes the interest expense  associated with
     the Company's Trust Preferred Securities.
(2)  Excludes  non-recurring  charge of $4.52 million and a partial  recovery of
     $200,000  reported  in the third and fourth  quarter of 2000,  respectively
     related to a  fraudulent  loan scheme  perpetrated  against  the  Company's
     premium finance subsidiary.
</FN>


                                     - 7 -



WINTRUST FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CONDITION (UNAUDITED)
(In thousands)


                                                                                December 31,          December 31,
                                                                                    2000                  1999
- ----------------------------------------------------------------------------------------------------------------------
                                                                                                      
ASSETS
Cash and due from banks                                                               $  65,413             $  53,066
Federal funds sold and securities purchased under resale agreements                     164,641                28,231
Interest-bearing deposits with banks                                                        182                 2,547
Available-for-Sale securities, at fair value                                            193,105               205,795
Loans, net of unearned income                                                         1,558,020             1,278,249
    Less: Allowance for possible loan losses                                             10,433                 8,783
- ----------------------------------------------------------------------------------------------------------------------
    Net loans                                                                         1,547,587             1,269,466
Premises and equipment, net                                                              86,386                72,851
Accrued interest receivable and other assets                                             34,722                35,943
Goodwill and other intangible assets, net                                                10,770                11,483
- ----------------------------------------------------------------------------------------------------------------------

    Total assets                                                                    $ 2,102,806            $1,679,382
======================================================================================================================


LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
  Non-interest bearing                                                                $ 198,319             $ 154,034
  Interest bearing                                                                    1,628,257             1,309,588
- ----------------------------------------------------------------------------------------------------------------------
    Total  deposits                                                                   1,826,576             1,463,622

Short-term borrowings                                                                    43,639                59,843
Notes payable                                                                            27,575                 8,350
Long-term debt - trust preferred securities                                              51,050                31,050
Accrued interest payable and other liabilities                                           51,690                23,570
- ----------------------------------------------------------------------------------------------------------------------

    Total liabilities                                                                 2,000,530             1,586,435
- ----------------------------------------------------------------------------------------------------------------------

Shareholders' equity:
  Preferred stock                                                                             -                     -
  Common stock                                                                            8,857                 8,771
  Surplus                                                                                83,710                82,792
  Common stock warrants                                                                     100                   100
  Treasury stock, at cost                                                                (3,863)                    -
  Retained earnings                                                                      13,835                 3,555
  Accumulated other comprehensive loss                                                     (363)               (2,271)
- ----------------------------------------------------------------------------------------------------------------------
    Total shareholders' equity                                                          102,276                92,947
- ----------------------------------------------------------------------------------------------------------------------

    Total liabilities and shareholders' equity                                      $ 2,102,806           $ 1,679,382
======================================================================================================================


                                     - 8 -



WINTRUST FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(In thousands, except per share data)
                                                                Three Months Ended                    Year Ended
                                                                   December 31,                      December 31,
                                                               2000             1999             2000             1999
- ----------------------------------------------------------------------------------------------------------------------------
                                                                                                       
INTEREST INCOME
  Interest and fees on loans                                      $36,948         $27,277         $ 130,910        $ 97,270
  Interest bearing deposits with banks                                  2              39                26             204
  Federal funds sold                                                  571             462             1,627           1,536
  Securities                                                        4,372           3,077            15,621          10,321
- ----------------------------------------------------------------------------------------------------------------------------
    Total interest income                                          41,893          30,855           148,184         109,331
- ----------------------------------------------------------------------------------------------------------------------------

INTEREST EXPENSE
   Interest on deposits                                            22,823          15,859            78,670          56,026
   Interest on short-term borrowings and notes payable              1,139           1,163             4,371           2,633
   Interest on long-term debt - trust preferred securities          1,288             735             4,143           2,938
- ----------------------------------------------------------------------------------------------------------------------------
     Total interest expense                                        25,250          17,757            87,184          61,597
- ----------------------------------------------------------------------------------------------------------------------------

NET INTEREST INCOME                                                16,643          13,098            61,000          47,734
Provision for possible loan losses                                  1,384           1,006             5,055           3,713
- ----------------------------------------------------------------------------------------------------------------------------

Net interest income after provision for possible loan losses       15,259          12,092            55,945          44,021
- ----------------------------------------------------------------------------------------------------------------------------

NON-INTEREST INCOME
  Fees on mortgage loans sold                                         894             456             2,911           3,206
  Service charges on deposit accounts                                 510             482             1,936           1,562
  Trust fees                                                          497             401             1,971           1,171
  Gain on sale of premium finance receivables                         954             393             3,831           1,033
  Administrative services revenue                                   1,064             996             4,402             996
  Net securities gains (losses)                                        54             (10)              (40)              5
  Other                                                             1,058             647             3,295           1,835
- ----------------------------------------------------------------------------------------------------------------------------
    Total non-interest income                                       5,031           3,365            18,306           9,808
- ----------------------------------------------------------------------------------------------------------------------------

NON-INTEREST EXPENSE
  Salaries and employee benefits                                    7,852           5,552            28,119          20,808
  Occupancy, net                                                    1,141             903             4,252           2,991
  Equipment expense                                                 1,455           1,073             5,101           3,199
  Data processing                                                     723             625             2,837           2,169
  Advertising and marketing                                           411             361             1,309           1,402
  Professional fees                                                   551             375             1,681           1,203
  Amortization of intangibles                                         178             144               713             251
  Premium finance defalcation                                        (200)              -             4,320               -
  Other                                                             2,568           2,151             9,471           7,655
- ----------------------------------------------------------------------------------------------------------------------------
    Total non-interest expense                                     14,679          11,184            57,803          39,678
- ----------------------------------------------------------------------------------------------------------------------------

Income before income taxes                                          5,611           4,273            16,448          14,151
Income tax expense                                                  1,796           1,467             5,293           4,724
- ----------------------------------------------------------------------------------------------------------------------------

Net income                                                        $ 3,815         $ 2,806          $ 11,155         $ 9,427
============================================================================================================================
Net income per common share - Basic                                $ 0.44          $ 0.33           $  1.28          $ 1.14
============================================================================================================================
Net income per common share - Diluted                              $ 0.43          $ 0.32           $  1.25          $ 1.10
============================================================================================================================

Cash dividends declared per common share                           $ 0.00          $ 0.00           $  0.10          $ 0.00
- ----------------------------------------------------------------------------------------------------------------------------

Weighted average common shares outstanding                          8,614           8,497             8,711           8,249
Dilutive potential common shares                                      242             274               230             309
- ----------------------------------------------------------------------------------------------------------------------------
Average common shares and dilutive common shares                    8,856           8,771             8,941           8,558
============================================================================================================================


                                     - 9 -

NET INTEREST INCOME

The following  tables present a summary of the Company's net interest income and
related net interest margins,  calculated on a fully  tax-equivalent  basis, for
the three and twelve-month periods ended December 31, 2000 and 1999:



                                                      For the Quarter Ended                       For the Quarter Ended
                                                        December 31, 2000                           December 31, 1999
                                             -----------------------------------------    ---------------------------------------
(dollars in thousands)                            Average      Interest       Rate            Average       Interest      Rate
- ----------------------                       ---------------- ------------- ----------    --------------- ------------- ---------

                                                                                                          
Liquidity management assets (1) (2)              $ 294,690       $ 4,960         6.69%       $ 241,026       $ 3,585        5.90%
Loans, net of unearned income (2)                1,537,385        37,112         9.60        1,232,346        27,364        8.81
                                             ---------------- ------------- ----------    --------------- ------------- ---------
   Total earning assets                          1,832,075        42,072         9.14%       1,473,372        30,949        8.33%
                                             ---------------- ------------- ----------    --------------- ------------- ---------

Interest-bearing deposits                        1,574,841        22,823         5.77%       1,270,749        15,859        4.95%
Short-term borrowings and notes payable             76,227         1,139         5.95           80,815         1,163        5.71
Long-term debt - trust preferred securities         51,050         1,288        10.09           31,050           735        9.47
                                             ---------------- ------------- ----------    --------------- ------------- ---------
   Total interest-bearing liabilities            1,702,118        25,250         5.90%       1,382,614        17,757        5.10%
                                             ---------------- ------------- ----------    --------------- ------------- ---------


Tax-equivalent net interest income                              $ 16,822                                    $ 13,192
                                                              =============                               =============
Net interest margin                                                              3.65%                                      3.55%
                                                                            ==========                                  =========
Core net interest margin (3)                                                     3.93%                                      3.75%
                                                                            ==========                                  =========


                                                        For the Year Ended                          For the Year Ended
                                                        December 31, 2000                           December 31, 1999
                                             -----------------------------------------    ---------------------------------------
(dollars in thousands)                            Average      Interest       Rate            Average       Interest      Rate
- ----------------------                       ---------------- ------------- ----------    --------------- ------------- ---------

Liquidity management assets (1) (2)              $ 263,666      $ 17,322         6.57%       $ 221,942      $ 12,076        5.44%
Loans, net of unearned income (2)                1,416,419       131,428         9.28        1,135,200        97,529        8.59
                                             ---------------- ------------- ----------    --------------- ------------- ---------
   Total earning assets                          1,680,085       148,750         8.85%       1,357,142       109,605        8.08%
                                             ---------------- ------------- ----------    --------------- ------------- ---------

Interest-bearing deposits                        1,449,837        78,670         5.43%       1,184,657        56,026        4.73%
Short-term borrowings and notes payable             74,893         4,371         5.84           53,076         2,633        4.96
Long-term debt - trust preferred securities         41,990         4,143         9.87           31,050         2,938        9.46
                                             ---------------- ------------- ----------    --------------- ------------- ---------
   Total interest-bearing liabilities            1,566,720        87,184         5.56%       1,268,783        61,597        4.85%
                                             ---------------- ------------- ----------    --------------- ------------- ---------


Tax-equivalent net interest income                              $ 61,566                                    $ 48,008
                                                              =============                               =============
Net interest margin                                                              3.66%                                      3.54%
                                                                            ==========                                  =========
Core net interest margin (3)                                                     3.91%                                      3.75%
                                                                            ==========                                  =========
- -------------------------------
<FN>
(1)  Liquidity  management assets include securities,  interest earning deposits
     with banks and federal funds sold.
(2)  Interest  income  on  tax-advantaged   loans  and  securities   reflects  a
     tax-equivalent adjustment based on a marginal federal corporate tax rate of
     35%. This total  adjustment  for the quarters  ended  December 31, 2000 and
     1999 was  $179,000  and  $94,000,  respectively,  and for the  twelve-month
     periods  ended  December  31,  2000  and 1999 was  $566,000  and  $274,000,
     respectively.
(3)  The core net interest margin excludes the interest expense  associated with
     the Company's Trust Preferred Securities.
</FN>


                                     - 10 -

Tax-equivalent  net  interest  income for the quarter  ended  December  31, 2000
totaled $16.8 million,  an increase of $3.6 million,  or 28%, as compared to the
$13.2 million recorded in the same quarter of 1999. This increase is primarily a
result of a 24% increase in average earning assets in the fourth quarter of 2000
compared  to the prior year  quarter.  For the fourth  quarter of 2000,  the net
interest  margin was 3.65%,  an increase of 10 basis points when compared to the
margin of 3.55% in the prior year quarter.  The core net interest margin,  which
excludes the impact of the interest  expense on the  Company's  trust  preferred
securities  was 3.93% for the fourth  quarter of 2000,  and  increased  18 basis
points when  compared  to the prior year  quarterly  core  margin of 3.75%.  The
increase in the core net interest  margin in these two periods was  attributable
to the increase in the actual net interest margin and enhanced by the investment
of funds  from the  issuance  of $20.0  million  of the  Company's  10.5%  trust
preferred securities in June 2000.

The yield on total earning assets for the fourth  quarter of 2000 was 9.14%,  an
increase of 81 basis points over the earning  asset yield of 8.33% in the fourth
quarter of 1999.  Average loans  comprised 84% of average  earning assets in the
fourth  quarters of 2000 and 1999. The yield on loans  increased 79 basis points
to 9.60% in the  fourth  quarter of 2000  compared  to the yield of 8.81% in the
same quarter of 1999.  The increase in the yield on loans was due primarily to a
higher average prime rate during the periods. The average prime lending rate was
9.50% during the fourth  quarter of 2000 versus an average prime lending rate of
8.38% for the fourth quarter of 1999.  Tax-equivalent interest and fees on loans
for the quarter ended  December 31, 2000 totaled $37.1  million,  an increase of
$9.7 million,  or 36%,  over the prior year  quarterly  total of $27.4  million.
Average total loans were $305 million,  or 25%,  higher in the fourth quarter of
2000 compared to the prior year quarter.

The rate paid on interest-bearing deposits averaged 5.77% for the fourth quarter
of 2000  versus  4.95% for the same  quarter of 1999,  an  increase  of 82 basis
points.  This  increase  was caused by increases in market rates in 2000 and the
offering of higher introductory rates on certain promotional deposit products at
the Company's  new banking  locations  and was somewhat  offset by  management's
decision to be less  aggressive on its deposit pricing at the more mature banks.
The rate paid on short-term  borrowings and notes payable  increased to 5.95% in
the fourth quarter of 2000 as compared to 5.71% in the same quarter of 1999; the
increase  due  primarily to general  market rate  increases  that have  occurred
during 2000. The yield on the trust  preferred  securities in the fourth quarter
of 2000 was 10.09%,  compared to 9.47% in the same period of 1999.  The increase
was due to the issuance of $20.0 million of 10.5% trust preferred  securities in
June 2000.

For the year ended December 31, 2000, tax-equivalent net interest income totaled
$61.6  million and  increased  $13.6  million,  or 28%,  over the $48.0  million
recorded in 1999.  This  increase  was  primarily  due to an increase in average
earning assets of $323 million,  or 24% in 2000 compared to 1999, coupled with a
slightly  higher  spread  on the  yield on  earning  assets  over  the  rates on
interest-bearing  liabilities.  The  net  interest  margin  for the  year  ended
December 31, 2000 was 3.66%, an increase of 12 basis points when compared to the
prior year.  The core net  interest  margin for 2000 was 3.91% and  increased 16
basis  points over the same margin in 1999.  The change in the core net interest
margin was  attributable  to the increase in the actual net interest  margin and
enhanced by the  investment of funds from the issuance of $20.0 million of 10.5%
trust preferred securities in June 2000.

Interest and fees on loans, on a  tax-equivalent  basis,  totaled $131.4 million
for the year ended December 31, 2000 and increased  $33.9 million,  or 35%, over
1999. Average loans in 2000 totaled $1.42 billion and grew $281 million, or 25%,
over the average for 1999.  The loan yield during 2000 was 9.28%,  reflecting an
increase  of 69 basis  points  over the  1999  loan  yield.  This  increase  was
primarily due to a higher  average prime lending rate of 9.23% in 2000 versus an
average prime lending rate of 8.00% in 1999. The yield on total interest-bearing
liabilities  was 5.56% in 2000 compared to 4.85% in 1999. The increase  reflects
general market rate increases that occurred during 2000 as well as the effect of
the issuance of the $20.0  million of 10.5% trust  preferred  securities in June
2000.

                                     - 11 -

NON-INTEREST INCOME

For the fourth  quarter of 2000,  non-interest  income  totaled $5.0 million and
increased $1.7 million over the prior year quarter.  Increases on gains from the
sale of premium  finance  receivables  and fees on mortgage  loans sold were the
primary contributors to the increase in non-interest income.

Tricom,  the Company's  subsidiary that provides  short-term  account receivable
financing  and  administrative  services  to clients in the  temporary  staffing
industry,  contributed  $1.1 million of  administrative  services revenue to the
Company's  non-interest income in the fourth quarter of 2000. It was the largest
component of the Company's  non-interest  income,  representing 21% of the total
non-interest  income in this period.  Tricom also earns  interest and fee income
from providing short-term account receivable financing to this same client base,
which is included in the net interest income category.

During the fourth quarter of 2000 the Company sold  approximately  $52.6 million
of premium finance receivables to an unrelated third party and recognized a gain
of $954,000 on the sale. Consistent with Wintrust's strategy to be asset-driven,
the  Company  has been  selling  premium  finance  receivables  since the second
quarter of 1999.  In the fourth  quarter of 1999 the Company sold  approximately
$29 million of premium finance  receivables and reported a gain from the sale of
$393,000.   It  is  probable  that  similar  future  sales  of  premium  finance
receivables  will occur  depending on the level of new volume growth in relation
to the  capacity  to  retain  such  loans  within  the  subsidiary  banks'  loan
portfolios.

Fees on  mortgage  loans sold  represents  income from  originating  and selling
residential  real estate loans to the  secondary  market.  For the quarter ended
December 31, 2000, these fees totaled $894,000, an increase of $438,000, or 96%,
from the prior year quarter.  This increase is indicative of declining  mortgage
interest  rates and as a result higher levels of mortgage  origination  volumes,
particularly refinancing activity.

Service charges on deposit  accounts  totaled $510,000 for the fourth quarter of
2000, an increase of $28,000,  or 6%, when compared to the same quarter of 1999.
The majority of deposit  service  charges  relate to customary fees on overdrawn
accounts  and  returned  items.   The  level  of  service  charges  received  is
substantially  below peer group levels as management  believes in the philosophy
of providing high quality service without encumbering that service with numerous
activity charges.

Trust fees totaled  $497,000 for the fourth quarter of 2000, a $96,000,  or 24%,
increase  over the fourth  quarter of 1999.  This increase was the result of new
business  development efforts generated from a larger staff of experienced trust
officers  added in late 1998 with the  formation  of Wintrust  Asset  Management
Company.  Wintrust is committed to growing the trust and investment  business in
order to better  service its  customers  and create a more  diversified  revenue
stream.  However,  as the introduction of expanded trust and investment services
continues  to unfold,  it is  expected  that  overhead  levels will be high when
compared to the initial fee income that is generated. This overhead will consist
primarily of the salaries and benefits of experienced trust professionals. It is
anticipated  that trust fees will eventually  increase to a level  sufficient to
absorb this overhead within a few years.

Other  non-interest  income for the fourth  quarter of 2000 totaled $1.1 million
and increased $411,000 over the prior year quarterly total of $647,000. Included
in this category is $411,000 of rental income from equipment  leased through the
Medical and Municipal Funding division of the Lake Forest Bank,  representing an
increase of $239,000,  or 38%, over the prior year amount. Also included in this
category is $278,000 of premium  income from certain  call option  transactions,
representing  an increase of  $19,000,  or 7%, over the fourth  quarter of 1999.
These call  option  transactions  were  designed to  increase  the total  return
associated  with  holding  certain   securities  as  earning  assets  and  yield
additional fee income.

                                     - 12 -

For the year  ended  December  31,  2000,  total  non-interest  income was $18.3
million and increased $8.5 million, or 87%, when compared to 1999.  Contributing
to this year to date  increase  were  increases of $3.4  million  related to the
administrative  services  revenue from Tricom and $2.8 million of gains from the
sale of  premium  finance  receivables.  These year to date  increases  were the
result  of the  Company  acquiring  Tricom  in the  fourth  quarter  of 1999 and
beginning the sale of premium finance receivables to an unrelated third party in
the second quarter of 1999.  Also  contributing  to the year to date increase in
non-interest  income were increases in trust fees of $800,000 or 68%,  increases
in rental income from leased  equipment of $866,000,  or 218%,  and increases in
premium income from certain call option  transactions of $374,000,  or 74%, over
the amounts reported in 1999.


NON-INTEREST EXPENSE

Non-interest  expense for the fourth  quarter of 2000 totaled  $14.7 million and
increased  $3.5  million,  or 31%,  from the fourth  quarter 1999 total of $11.2
million.  The  continued  growth  and  expansion  of  the  de  novo  banks,  the
development of the trust and investment business,  and the growth in the premium
finance  business were the primary  causes for this  increase.  Since the end of
1999,  total  deposits  have grown 25% and total loan  balances  have risen 22%,
requiring  higher levels of staffing and other costs to both attract and service
the larger customer base.

Salaries and employee  benefits  totaled $7.9 million for the fourth  quarter of
2000, an increase of $2.3 million,  or 41%, as compared to the prior year fourth
quarter total of $5.6 million.  This increase was primarily due to those reasons
noted in the preceding paragraph.

Other categories of non-interest  expense,  such as occupancy  costs,  equipment
expense and data  processing,  also increased over the prior year fourth quarter
due to the general growth of the Company. The Company opened several new banking
facilities,  including its seventh de novo bank subsidiary,  acquired Tricom (in
October  1999) and  continues  to build  and  develop  its trust and  investment
business.   Other   non-interest   expense,   which   includes  loan   expenses,
correspondent bank service charges, postage, insurance, stationary and supplies,
telephone,  directors  fees,  and other sundry  expenses,  also  increased  when
compared to the prior year quarter due mainly to the factors mentioned  earlier.
In the  fourth  quarter  of 2000 the  Company  received  a partial  recovery  of
$200,000 related to the fraud loss it reported in the third quarter of 2000. The
recovery was recorded in  non-interest  expense as a reduction of the previously
reported loss.

For the year ended December 31, 2000, non-interest expense totaled $57.8 million
and increased $18.1 million, or 46%, over 1999.  Excluding the net non-recurring
charge of $4.3 million  related to the fraud  perpetrated  against the Company's
premium finance  subsidiary,  non-interest  expense increased $13.8 million,  or
35%, over 1999. This increase was  predominantly  due to the continued growth of
loan and deposit accounts,  the opening of new bank facilities,  the development
of the trust and  investment  business,  and the  October  1999  acquisition  of
Tricom.   Despite  this  growth  and  the  related  increases  in  many  of  the
non-interest  expense  categories,  the  Company's  net overhead  ratio for 2000
(excluding the  non-recurring  charge) declined to 1.90% as compared to its 1999
ratio of 2.00%.  The  improvement in this ratio has caused this key indicator of
overhead to reach the upper end of Wintrust's previously stated performance goal
range of 1.50% - 2.00%.  The  Company  continues  to  compare  favorably  in its
efficiency ratios to its peer group.

                                     - 13 -

ASSET QUALITY

Allowance for Possible Loan Losses
- ----------------------------------

A  reconciliation  of the activity in the balance of the  allowance for possible
loan losses for the three  months and years ended  December 31, 2000 and 1999 is
shown as follows (dollars in thousands):



                                                          THREE MONTHS ENDED                            YEAR ENDED
                                                             DECEMBER 31,                               DECEMBER 31,
                                                      2000                  1999                2000                   1999
                                                -----------------      ---------------    ------------------     ------------------
                                                                                                             
 Balance at beginning of period                      $ 10,231              $ 8,200              $  8,783                 $7,034
 Provision for possible loan losses                     1,384                1,006                 5,055                  3,713

 Acquired allowance for loan losses                        --                  175                    --                    175

 Charge-offs
 -----------
  Core banking loans                                      292                  244                 1,050                    837
  Indirect automobile loans                               360                  361                 1,339                  1,156
  Tricom finance receivables                               --                   --                    73                     --
  Premium finance receivables                             647                   73                 1,294                    456
                                                -----------------      ---------------    ------------------     ------------------
     Total charge-offs                                  1,299                  678                 3,756                  2,449
                                                -----------------      ---------------    ------------------     ------------------


 Recoveries
 ----------
  Core banking loans                                       37                   23                    58                     42
  Indirect automobile loans                                44                   40                   164                    101
  Tricom finance receivables                               --                   --                    --                     --
  Premium finance receivables                              36                   17                   129                    167
                                                -----------------      ---------------    ------------------     ------------------
      Total recoveries                                    117                   80                   351                    310
                                                -----------------      ---------------    ------------------     ------------------

  Net charge-offs                                      (1,182)                (598)               (3,405)                (2,139)
                                                -----------------      ---------------    ------------------     ------------------

  Balance at December 31                             $ 10,433              $ 8,783              $ 10,433                 $8,783
                                                =================      ===============    ==================     ==================

  Loans at December 31                                                                        $1,558,020             $1,278,249
                                                                                          ==================     ==================

  Allowance as a percentage of loans                                                                0.67%                  0.69%
                                                                                          ==================     ==================

  Net charge-offs as a percentage of average:
        Core banking loans                                                                          0.11%                  0.12%
        Indirect automobile loans                                                                   0.50%                  0.44%
        Tricom finance receivables                                                                  0.35%                     --
        Premium finance receivables                                                                 0.43%                  0.14%
                                                                                          ------------------     ------------------
            Total loans                                                                             0.24%                  0.19%
                                                                                          ------------------     ------------------

       Provision for possible loan losses                                                           67.36%                 57.61%
                                                                                          ==================     ==================


The  provision  for  possible  loan losses  totaled  $1.4 million for the fourth
quarter of 2000, an increase of $378,000  from the $1.0 million  recorded in the
fourth  quarter of 1999.  For the year ended  December 31, 2000,  the  provision
totaled $5.1 million and increased  $1.3 million from the prior year total.  The
higher  provisions in 2000 were a result of overall growth in the loan portfolio
of 22% and a slightly higher level of net charge-offs as a percentage of average
loans in 2000 compared to 1999.

                                     - 14 -

Management  believes  the  allowance  for  possible  loan  losses is adequate to
provide  for  inherent  losses in the  portfolio.  There  can be no  assurances,
however,  that future losses will not exceed the amounts  provided for,  thereby
affecting  future results of operations.  The amount of future  additions to the
allowance for possible loan losses will be dependent  upon the economy,  changes
in real estate values, interest rates, the regulatory environment,  the level of
past-due and non-performing loans, and other factors.

Past Due Loans and Non-performing Assets
- ----------------------------------------

The following table sets forth the Company's  non-performing assets at the dates
indicated.  The information in the table should be read in conjunction  with the
detailed discussion following the table (dollars in thousands).



                                                          December 31,           September 30,           December 31,
                                                              2000                   2000                    1999
                                                              ----                   ----                    ----
      Past Due greater than 90 days
           and still accruing:
                                                                                                       
            Core banking loans                                   $  651                  $  539                 $  713
            Indirect automobile loans                               397                     323                    391
            Premium finance receivables                           4,306                   2,107                  1,523
                                                      ---------------------  ----------------------  ---------------------
                Total                                             5,354                   2,969                  2,627
                                                      ---------------------  ----------------------  ---------------------

      Non-accrual loans:
            Core banking loans                                      770                     600                  1,895
            Indirect automobile loans                               221                     271                    298
            Premium finance receivables                           3,338                   3,232                  2,145
                                                      ---------------------  ----------------------  ---------------------
                Total non-accrual loans                           4,329                   4,103                  4,338
                                                      ---------------------  ----------------------  ---------------------

      Total non-performing loans:
            Core banking loans                                    1,421                   1,139                  2,608
            Indirect automobile loans                               618                     594                    689
            Premium finance receivables                           7,644                   5,339                  3,668
                                                      ---------------------  ----------------------  ---------------------
                Total non-performing loans                        9,683                   7,072                  6,965
                                                      ---------------------  ----------------------  ---------------------

      Other real estate owned                                         -                       -                      -
                                                      ---------------------  ----------------------  ---------------------

      Total non-performing assets                               $ 9,683                 $ 7,072                $ 6,965
                                                      =====================  ======================  =====================

      Total non-performing  loans by category as a percent of its own respective
        category:
            Core banking loans                                       0.14%                   0.12%                  0.32%
            Indirect automobile loans                                0.30%                   0.27%                  0.27%
            Premium finance receivables                              2.44%                   1.85%                  1.67%
                                                      ---------------------  ----------------------  ---------------------
               Total non-performing loans                            0.62%                    0.48                  0.54%
                                                      ---------------------  ----------------------  ---------------------

      Total non-performing assets as a
          percentage of total assets                                 0.46%                   0.35%                  0.41%

      Allowance for possible loan losses as
        a percentage of non-performing loans                       107.75%                 144.67%                126.10%



                                     - 15 -

Non-performing Core Banking Loans

Total  non-performing  loans for the Company's  core banking  business were $1.4
million,  or 0.14%, of the Company's core banking loans as of December 31, 2000,
and declined  from the ratio of 0.32% as of December 31, 1999.  The  outstanding
core loan portfolio has increased $235 million, or 30%, from a year ago, yet the
amount of non-performing core loans has decreased $1.2 million, or 46%, from the
prior year total. Non-performing core banking loans consist primarily of a small
number of commercial and real estate loans,  which management  believes are well
secured and in the process of  collection.  In fact,  the loans  comprising  the
non-performing  core loan category  total less than 30 individual  credits.  The
small number of such  non-performing  loans  allows  management  to  effectively
monitor the status of these credits and work with the borrowers to resolve these
problems.

Non-performing Premium Finance Receivables

The table below presents the level of non-performing premium finance receivables
as of December  31,  2000 and 1999,  and the amount of net  charge-offs  for the
years then ended.



                                                                                         12/31/00            12/31/99
                                                                                       ------------        ------------
                                                                                                      
     Non-performing premium finance receivables                                        $7,644,000           3,668,000
       - as a percent of premium finance receivables                                        2.44%               1.67%

     Net charge-offs of premium finance receivables                                    $1,165,000            $289,000
       - as a percent of average premium finance receivables                                0.43%               0.14%



Non-performing  premium finance loans have increased over the course of the last
year. At year-end  2000,  the increase is a result of two primary  factors:  (1)
delinquencies historically trend up in December and January in this industry and
(2) the volume of small  balance  delinquent  accounts  has placed an  increased
burden  on  the   collection   efforts  of  the  premium   finance   subsidiary.
Approximately 44% of the delinquent  accounts and 29% of the delinquent balances
relate to accounts associated with a marketing arrangement entered into in July,
1999.   Although  these  accounts  were  underwritten  by  our  premium  finance
subsidiary,  the accounts  generated  from this  arrangement  have generally had
higher  delinquencies than our core portfolio  generated from established higher
balance relationships.  The Company has significantly curtailed volume generated
from this  arrangement  and is focusing  significant  resource to resolving  the
level of delinquencies.  Management believes the delinquency levels should begin
to trend  down over the next two  quarters  and begin to reach  more  normalized
levels by the end of the third  quarter  of 2001.  As such,  during the next two
quarters,  management  anticipates  a  continuation  of  the  higher  levels  of
charge-offs incurred during the fourth quarter of 2000.

It is important to note that the ratio of net charge-offs is substantially  less
than the ratio of non-performing  assets.  The ratio of  non-performing  premium
finance receivables  fluctuates throughout the year due to the nature and timing
of canceled account  collections from insurance  carriers.  Due to the nature of
collateral for premium finance receivables,  it customarily takes 60-150 days to
convert  the  collateral  into  cash  collections.  Accordingly,  the  level  of
non-performing  premium finance receivables is not necessarily indicative of the
loss  inherent in the  portfolio.  In the event of default,  the Company has the
power to cancel the  insurance  policy and collect the  unearned  portion of the
premium  from the  insurance  carrier.  In the event of  cancellation,  the cash
returned in payment of the unearned  premium by the insurer should  generally be
sufficient to cover the receivable balance,  the interest and other charges due.
Due to notification requirements and processing time by most insurance carriers,
many  receivables  will  become  delinquent  beyond 90 days while the insurer is
processing the return of the unearned  premium.  Management  continues to accrue
interest  until  maturity as the unearned  premium is  ordinarily  sufficient to
pay-off the outstanding balance and contractual interest due.

                                     - 16 -

Non-performing Indirect Automobile Loans

Total  non-performing  indirect  automobile  loans were $618,000 at December 31,
2000 and $689,000 at December 31, 1999. The ratio of these  non-performing loans
has increased  slightly to 0.30% of total indirect  automobile loans at December
31, 2000 from 0.27% at December  31,  1999.  These  ratios  continue to be below
standard  industry  ratios  for  this  type of loan  category.  As  noted in the
Allowance for Possible Loan Losses table,  net charge-offs as a percent of total
indirect automobile loans increased from 0.44% in 1999 to 0.50% in 2000. Despite
the increase in the level of net charge offs,  these ratios continue to be below
standard industry ratios for this type of lending.  However, based on the impact
of the current  economic and competitive  environment  surrounding  this type of
lending, management has begun to reduce the level of new loans originated and is
dedicating  additional  resources  to reduce the level of  delinquencies.  Total
indirect  automobile loans were $204 million at December 31, 2000, a decrease of
$52 million, or 20%, from the prior year balance.


FORWARD-LOOKING STATEMENTS

This press release contains forward-looking  statements related to the Company's
financial  performance  that are based on  estimates.  The Company  intends such
forward-looking  statements  to be covered  by the safe  harbor  provisions  for
forward-looking statements contained in the Private Securities Litigation Reform
Act of 1995, and is including this statement for purposes of invoking these safe
harbor  provisions.  Actual results could differ materially from those addressed
in the  forward-looking  statements  due to factors  such as changes in economic
conditions,  competition,  or other factors that may  influence the  anticipated
growth rate of loans and  deposits,  the quality of the loan  portfolio and loan
and deposit  pricing,  unanticipated  changes in interest rates that  negatively
impact net interest  income,  future  events that may cause  unforeseen  loan or
lease losses,  slower than anticipated  development and growth of Tricom and the
new  trust and  investment  business,  unanticipated  changes  in the  temporary
staffing industry, the ability to adapt successfully to technological changes to
compete  effectively  in the  marketplace,  the  ability to  attract  and retain
experienced senior management,  and the ability to recover on the loss resulting
from the  fraudulent  loan  scheme  perpetrated  against the  Company's  premium
finance  subsidiary.  Therefore,  there can be no assurances  that future actual
results will correspond to these forward-looking statements.

                                     - 17 -