The Directors and Officers of
Wintrust Financial Corporation
cordially invite you to attend our
2002 Annual Meeting of Shareholders
Thursday, May 23, 2002, 10:00 a.m.
Hyatt-Deerfield
1750 Lake Cook Road
Deerfield, Illinois
YOU CAN VOTE IN ONE OF THREE WAYS: 1) BY MAIL, 2) BY PHONE, 3) BY INTERNET.
See the reverse side of this sheet for instructions.
IF YOU ARE NOT VOTING BY TELEPHONE OR BY INTERNET, COMPLETE BOTH SIDES OF THE
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PROXY CARD, DETACH HERE AND RETURN IN THE ENCLOSED ENVELOPE TO:
Illinois Stock Transfer Co.
209 West Jackson Boulevard, Suite 903
Chicago, Illinois 60606
IMPORTANT
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Please complete both sides of the PROXY CARD, sign, date,
detach and return in the enclosed envelope.
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. IF NOT OTHERWISE
SPECIFIED ON THE REVERSE SIDE, THIS PROXY WILL BE VOTED FOR ALL NOMINEES LISTED
AND FOR PROPOSAL 2. THE UNDERSIGNED REVOKES ALL PROXIES HERETOFORE GIVEN TO VOTE
AT SUCH MEETING AND ALL ADJOURNMENTS OR POSTPONEMENTS.
Dated _____________________
___________________________
___________________________
(Please sign here)
Please sign your name as it appears above. If executed by a corporation, a duly
authorized officer should sign. Executors, administrators, attorneys, guardians
and trustees should so indicate when signing. If shares are held jointly, at
least one holder must sign.
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Wintrust Financial Corporation
If you personally plan to attend the Annual Meeting of Shareholders, please
check the box below and list the names of attendees on reverse side.
Return this stub in the enclosed envelope with your completed proxy card.
I/We do plan to attend
the 2002 meeting ________
TO VOTE BY MAIL
To vote by mail, complete both sides, sign and date the proxy card below. Detach
the card below and return it in the envelope provided.
TO VOTE BY TELEPHONE
Your telephone vote is quick, confidential and immediate. Just follow these easy
steps:
1. Read the accompanying Proxy Statement.
2. Using a Touch-Tone telephone, call Toll Free 1-800-555-8140 and follow the
instructions.
3. When asked for your Voter Control Number, enter the number printed just above
your name on the front of the proxy card below. Please note that all votes cast
by telephone must be submitted prior to Monday, May 20, 2002 at 11:59pm Central
Time. Your telephone vote authorizes the named proxies to vote your shares to
the same extent as if you marked, signed, dated and returned the proxy card.
If You Vote By TELEPHONE Please Do Not Return Your Proxy Card By Mail
TO VOTE BY INTERNET
Your internet vote is quick, confidential and your vote is immediately
submitted. Just follow the se easy steps:
1. Read the accompanying Proxy Statement.
2. Visit our Internet voting Site at HTTP://WWW.EPROXYVOTE.COM/IST-WFCCM/ and
follow the instructions on the screen.
3. When prompted for your Voter Control Number, enter the number printed just
above your name on the front of the proxy card. Please note that all votes cast
by internet must be submitted prior to Monday, May 20, 2002 at 11:59pm Central
Time. Your Internet vote authorizes the named proxies to vote your shares to the
same extent as if you marked, signed, dated and returned the proxy card.
THIS IS A "SECURED" WEB PAGE SITE. YOUR SOFTWARE AND/OR INTERNET PROVIDER MUST
BE ENABLED TO ACCESS THIS SITE. PLEASE CALL YOUR SOFTWARE OR INTERNET PROVIDER
FOR FURTHER INFORMATION.
If You Vote By Internet, Please Do Not Return Your Proxy Card By Mail
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Wintrust Financial Corporation
REVOCABLE PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints John S. Lillard and Edward J. Wehmer and either
of them as Proxies, each with the power to appoint his substitute, and hereby
authorizes each them to represent and to vote, as designated below, all the
shares of Common Stock of Wintrust Financial Corporation which the undersigned
is entitled to vote at the Annual Meeting of Shareholders to be held on May 23,
2002 or any adjournment thereof. If any other business is presented at the
Annual Meeting, including whether or not to adjourn the meeting, this proxy will
be voted, to the extent legally permissable, by those named in this proxy in
their best judgement.
PROPOSAL 1 - ELECTION OF DIRECTORS (To be designated as Class III
Directors with term ending in 2005.)
[ ] FOR ALL NOMINEES LISTED BELOW
(Except as marked to the contrary below).
[ ] WITHHOLD AUTHORITY to vote for all nominees below.
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR
ANY INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH THE
NOMINEE'S NAME).
01 Joseph Alaimo 05 Hollis W. Rademacher
02 Peter D. Crist 06 John N. Schaper
03 Philip W. Hummer 07 John J. Schornack
04 John S. Lillard 08 Larry V. Wright
PROPOSAL 2 - APPROVAL OF AMENDMENT TO THE 1997 STOCK INCENTIVE PLAN, AS
DESCRIBED IN THE PROXY STATEMENT.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(To be signed on the other side)