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                                LAKE FOREST BANK
                                & TRUST COMPANY

                                      OUR
                                     STORY

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Do You Remember When You First Started Here?

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  At one time or another,  all of us have had one of "those  days." You know,  a
day when  there's  a line at the  copier,  you  haven't  had time to start  that
assignment  that's due in one hour,  you have a meeting  in 10  minutes  but you
still have to return a couple of phone calls from customers.  We've all had days
like that, haven't we?

  Because we're all so busy,  it's easy to lose sight of why we actually do what
we do here at Lake Forest Bank & Trust.  That's why it's  important to look back
and remind ourselves why we're here in the first place, and what we stand for.


A Short Refresher Course On Our Not-So-Distant Past

  It was obvious. Local residents and business needed a new, old bank.

  The idea of opening an  old-fashioned  community bank for Lake Forest began in
early 1991.  At that time,  many of the banks had become  owned and  operated by
giant corporations with headquarters in other cities,  other states,  even other
countries.  Lake  Forest's  branches  of  these  megabanks  had to  satisfy  big
investors, pay lots of overhead and support long, expensive chains-of-command.

  That meant these banks were now charging fees for things that used to be free.
They even started to charge for talking to a teller. Banking hours grew shorter.
Major  corporations  and large  "preferred"  customers  took priority over small
businesses  and most local folks.  Policies  were made for the good of the bank,
not for the good of its customers.

  Old-fashioned  personal  service  had become  more and more  impersonal  as it
became more and more  automated.  The best  employees were promoted to someplace
else.  Restrictions  and rate structures were designed to accommodate huge areas
of the  globe  instead  of being  in tune  with the  unique  needs of a  smaller
community.  Loan applications had a long way to travel for approvals.  Employees
didn't  know their  customers,  and the  customers  didn't  even  recognize  the
employees. Customers were treated like strangers.

  The local  neighborhood bank with friendly personal service had become a thing
of the past.

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Our Humble Beginnings

  In September,  1991, our bank's  President and Executive Vice President met in
front of the 664 Western Avenue  building and looked upon what would become Lake
Forest Bank & Trust Company's temporary home.

  They  worked  out of a 9' x 12'  office  with a desk,  a card  table,  fax,  a
computer  and,  for  inspiration,  a picture of John  Wayne on the wall.  As the
build-out  took place around them,  what was formerly a number of small  offices
soon  began to take  shape as a bank.  Marketing  plans  solidified,  the bank's
investors put in their capital,  employees were hired,  furniture and forms were
ordered and the bank's permit to open was issued.

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  At  7:00a.m.,  December 27, 1991,  Lake Forest Bank & Trust  Company,  with 12
employees,  opened for  business.  Up until  then,  we wondered if the return to
"community  banking"  concept would be accepted.  It sure was! People sitting in
half a dozen  cars with  their  engines  running  couldn't  wait to be our first
depositors.

  For the next month, we had lines waiting to open accounts. Since our space was
so small,  we sent our new  customers  next door to the Lake  Forest Food & Wine
Shop,  bought them  coffee and then  brought  them back into the bank,  where we
could give them our full  attention  and open their  accounts.  We processed new
accounts until 9:00 or 10:00 each night. Wow, what a beginning!  But, little did
we know it was only the beginning.

Growing To Meet Our Customers' Needs

  Shortly  after  opening  in our  temporary  quarters,  we  began  to plan  our
permanent  Drive-Thru/Walkup  facility for the corner of Bank Lane and Wisconsin
Avenue.

  At 8:30a.m.,  on April 17, 1993, one of our first Junior Savers cut the ribbon
to officially  open the facility.  Even more exciting,  at 9:00a.m.  we held our
ground breaking  ceremony to begin  construction of our permanent bank building.
One year later,  on April 18, 1994, we opened 727 Bank Lane. A few months later,
on December 5, 1994, we opened "the New



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Lake Bluff Bank" on Scranton Avenue, to better serve our Lake Bluff customers.

  Seeing a need to service our customers  West of Route 41, we opened a facility
in May, 1995, on the corner of Waukegan Rd. and Conway Drive. And, a year later,
we opened a Drive-Thru/Walkup location in the West Lake Forest Metra station.

  For some time, we had our eyes open for an opportunity to establish a facility
in Highwood.  The former Bank of Highwood was  originally  started with the same
community  banking  philosophy we had established  here in Lake Forest.  In late
1993,  they were sold to Colonial  Bank and only three  months  later,  to First
Star! The "spirit" of community banking was quickly lost. We had a strong desire
to bring that  spirit  back to  Highwood  and the Town of Fort  Sheridan,  so we
started  Bank of  Highwood-Fort  Sheridan  in 2000.  We  opened  in a  temporary
facility  in  February  and moved to our  beautiful  new  permanent  facility on
Sheridan Road in September of that same year.  In May 2002,  we opened  Highland
Park Bank & Trust,  again out of a humble  temporary  facility,  located in Port
Clinton Square across from the train station.  All of these  locations have been
carefully thought out as ways to serve our customers better.

  Throughout our brief history, we have carefully thought out why we should open
a facility at a particular  location and what it would mean to the  residents in
that area. The overriding  factor has been our belief that,  without a doubt, we
could provide a level of personal,  friendly and knowledgeable service unrivaled
by any other bank.

Wintrust - A Family of Community Banks

CUSTOMER AND COMMUNITY FIRST

  Even before Lake Forest Bank & Trust Company opened its doors,  our directors,
senior  officers  and  investors  knew  this was going to be only the first of a
number of community  banks we wished to open in the Chicago  suburban  area.  We
knew Lake  Forest was not unique in needing  the  banking  services  only a true
community bank could provide.

  Drawing on past  associations  with the best community  bankers in the Chicago
area,  other banks were opened and staffed with talented people who had the same
"customer and community first"  philosophy that has proven so successful for us.
Many of these  employees were already living in the community in which the banks

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opened.  These employees knew their communities and their communities knew them.
Many of the  people  who  invested  in Lake  Forest  Bank & Trust  Company  also
invested in each of these new community banks.

  You see, we all believed very strongly in what we were doing. And we still do.
Over the  years,  our  family of banks has shared  ideas and  talents  which has
helped us compete  successfully  with the mega banks, even though they have many
more resources than us "little" guys. It's also helped us provide better service
to our customers.  By joining forces,  we have been able to offer cheaper loans,
pay better interest rates,  respond to customers faster,  be more flexible,  and
offer more innovative products.

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  In fact, this informal  affiliation  with our entire family of community banks
proved so valuable that in September, 1996, we decided to formalize it.

  All of these banks were then joined  together under one holding company called
Wintrust Financial  Corporation.  The board of directors of this holding company
is made up of  directors  from each of the  partners (a number of our own bank's
directors  currently serve on the Wintrust board).  But they are not involved in
the day-to-day  operations of the banks - the current bank boards  continue that
responsibility.  This is because every board member understands how important it
is to keep the management of a community bank right in its own community.

Who Are Our Sister Companies?

  They're a young, very successful group. And they all live not too far from us.
These partners,  however,  have more in common than  geography.  All are de novo
community  banks that  started  from  scratch  and went on to become the fastest
growing  family of banks in  Illinois.  And all of them  started just like us --
with a great idea and the desire to provide the best customer service, bar none.

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HINSDALE BANK & TRUST: Established October, 1993. This is the second oldest bank
and has locations in Hinsdale, Clarendon Hills, Western Springs and Riverside.



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NORTH SHORE  COMMUNITY  BANK & TRUST:  Established in October,  1994.  This bank
operates in Wilmette, Winnetka, Glencoe and Skokie.

LIBERTYVILLE  BANK & TRUST:  Established  in October,  1995. It has locations in
Libertyville and Wauconda.

BARRINGTON BANK & TRUST:  Established in December of 1996, serves the Barrington
and Hoffman Estates area.

CRYSTAL  LAKE BANK & TRUST:  They opened in 1997 and have  locations  in Crystal
Lake and McHenry.

NORTHBROOK BANK & TRUST: This is our newest bank and it opened in 2000.

  While   additional   members  of  Wintrust  are  not  banks,   they  do  offer
complementary  financial services for which our customers have expressed a need.
They are:

WAYNE HUMMER INVESTMENTS

  Since 1931,  Wayne  Hummer  Investments  has been  providing a  full-range  of
investment  products and services  tailored to meet specific needs of individual
investors  in  Chicago  and  throughout  the  country.  Wayne  Hummer  is a well
respected  name in the brokerage  business that services a very loyal,  affluent
client base. They operate offices in Chicago, Illinois and Appleton,  Wisconsin.
Wayne Hummer  Investments  has  approximately  150 employees,  including over 40
active  brokers,  and is a member of the New York Stock  Exchange,  the  Chicago
Stock  Exchange,  the American  Stock  Exchange and the National  Association of
Securities Dealers.

WAYNE HUMMER TRUST COMPANY
provides  trust  and  investment   products  and  services  to  individuals  and
businesses in our community bank markets.  We found it  advantageous  to provide
these  services to all our  community  banks from one trust company that has the
combined resources  necessary in that business.  Wayne Hummer Trust Company also
embraces  our  same  "customer-first"   philosophy.  While  Lake  Forest  houses
headquarters  and  operations,  Wayne  Hummer Trust  Company also has  employees
dedicated to and located at most other Wintrust community banks.

CUSTOMER FIRST PHILOSOPHY

WAYNE HUMMER ASSET
MANAGEMENT COMPANY,
established  in 1981, is the  investment  management  arm of Wayne Hummer and is
advisor to the Wayne Hummer family of mutual  funds.  The Wayne Hummer family of
funds  includes the Wayne Hummer  Growth  Fund,  the Wayne Hummer

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CorePortfolio  Fund,  the Wayne Hummer  Income Fund,  and the Wayne Hummer Money
Market Fund.  The investment  management  group  provides  advisory  services to
individuals and institutions, municipalities, and tax-exempt organizations.

WHAT IS COMMUNITY BANKING?

IT ALL BEGINS WITH THE CUSTOMER

  It's important that the first group of people to meet and discuss starting our
bank were not only  professional  bankers,  but were  also long time  residents.
Their idea for a new bank was not based on profit projections,  asset management
or bottom lines. It was based, instead, on people's wants and needs.

  They knew  people  wanted a bank where they are known by name and made to feel
welcome as soon as they walk in the door; a place where when somebody says, "Can
I help you?"  they mean it, and where no one ever has to pay a fee for  visiting
with a teller.

  People want the kind of bank that will service  them for life - where  parents
can take their kids to learn about  banking and saving,  and maybe even meet the
bank's  president.  They want a bank  where  older kids can get help all the way
through college;  where all of a family's  financial events,  from the household
checking account to trust and estate planning,  will be as important to the bank
as they are to the family;  where older folks can find  security  and comfort in
specially tailored senior products and services.

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  People want to keep it local. A bank's management  should live nearby,  and be
involved with community events.  The bank should become an important part of the
community,  help it solve its problems and plan for its future.  And, the bank's
profits  should  stay  close  to home  and be used to help  local  business  and
community development.

  They want their bank to be so efficient and smart and  innovative  that it can
match or do better than any rate or promise its largest competitors would offer.

  And finally, people want a bank that is a good neighbor, friendly, helpful and
generous.

  As it turns out, local residents wanted a community bank like

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ours.  As soon as it opened in 1991,  it became one of the  fastest  growing new
banks in Illinois history.

COMMUNITY OWNERSHIP

  One of the early decisions was to offer
the  ownership of the new bank to as many local people as possible,  rather than
have it owned by a few big investors.  Not only would this create many immediate
and loyal customers,  it would make the bank a true community bank. So stock was
offered  in  smaller  portions  than  usual,  and local  folks  were  invited to
participate.

  It worked. Many residents became stockholders. Their children, too. Almost all
of the  original  investors  were  from the area.  And most of them also  became
customers.  That  means  when a  customer  comes  into  the  bank,  he or she is
automatically treated like a stockholder.

  As you might  imagine,  having that many owners  dropping in on us keeps us on
our toes. But once you realize all they want from their bank is what we all want
- - a warm welcome,  cheerful help and a sincere appreciation for their business -
they seem like family coming in for a visit.

  This local ownership is also evident in the make-up of the bank management and
Board of Directors, all of whom live in the area.

GUIDING PRINCIPLES

  Just to make sure future bank  directors,  management  teams,  and staff don't
forget the kind of bank the founders  wanted,  we've developed the following six
important reminders to keep everybody on track.

OUR PURPOSE
  We  will  provide   families,   individuals  and  businesses  with  a  modern,
full-service banking facility that's unique because it's run by local people who
are meeting the area's need for a friendly, neighborly, well-run community bank.

OUR MOST IMPORTANT ASSET IS YOU

OUR CUSTOMER
  We will treat every customer as an important  depositor,  a stockholder  and a
good neighbor.  They must receive "the best darn customer  service around -- bar
none!"

OUR PRODUCT
  Our basic product is service.  We help our customers save,  spend,  borrow and
invest their money safely and wisely.  If we are to be successful as a community
bank, we must put the welfare of our customers first. It's as simple as that.

OUR COMMUNITY
  We believe  that a true

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community  bank  should be  active  in  bringing  about  positive  change in the
community.  We must be good  citizens of our village and encourage all our staff
to become  involved  with local  events.  And we must,  to the extent  possible,
endeavor to hire  employees,  contract for  services  and buy products  from our
community.

OUR STOCKHOLDERS
  Our  stockholders  are also very  important to us. Most of them have  invested
their trust and their beliefs as well as their money into the idea and future of
our banks.  The  management,  directors  and staff should always work to justify
that investment.

OUR EMPLOYEES
  We must work hard to attract the brightest and friendliest  employees possible
and let them know how critical they are to our success.  The best way to attract
the kind of  employees  we want is to offer  good pay,  job  security,  generous
benefits,   advancement  potential,  a  pleasant  working  environment  and  the
opportunity  to be part of a  successful  team.  We encourage  our  employees to
purchase  stock so that  they can  become  owners  of the bank and  share in the
profits they help generate.

WHAT MAKES A GOOD COMMUNITY BANK EMPLOYEE?

  To be a good  employee of a community  bank,  whether as a teller,  a personal
banker or the bank's president,  all you have to do is remember the Golden Rule:
"Bank unto others as you would have others bank unto you."

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o Welcome our  customers  into the bank with a smile,  do your best  to remember
  their names, always treat them with respect.

o Treat all non customers just like they are customers.

o Answer all phones in a friendly manner and as quickly as possible. Assume each
  call is from a good friend who has a big problem.

o Don't make customers wait long. They're in a hurry.

o Be good at your job and knowledgeable about the bank's products.

o If a customer  has a question,  answer it if you can. If you can't

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  answer it, find  someone who can. If they have a problem,  help them solve it.
  And if they  get  confused,  don't  blame  it on them - find a way to  explain
  things better.

o Always  tell the truth to a  customer.  And if you make a  mistake,  admit it.
  That's why we initiated our "Oops!" Program, which pays our customers $3 if we
  make a mistake.

o You're only human,  so there will be times when you become  angry at yourself,
  at a customer, at a co-worker, or at life in general.

o Try to  remember  that these  moments are just a part of life - and that tough
  times never last.

o Help the bank keep on track. If you think we ever behave in a way inconsistent
  with  community  banking,  bring  it to  someone's  attention.  Be part of the
  solution, not the problem.

o Treat your co-workers how you would like to be treated.

o Be friendly to kids and teach them. Help them grow up to be money smart.

o Keep your sense of humor. Enjoy your work. Have fun.

  All of this may seem obvious and easy, but it's so important.

OUR MOST IMPORTANT ASSET IS YOU

  People may go into a bank for the first  time  because  of its  location,  its
interest  rates,  or the kind of  accounts  it offers.  But  whether or not they
establish a  relationship  and become loyal  customers  depends  entirely on the
people they meet there.

THE BEST DARN CUSTOMER SERVICE AROUND -- BAR NONE

  To all of your customers, you are the bank. You are our face and our voice. If
you are friendly, the bank is friendly. If you are helpful, the bank is helpful.
If they like you, they like the bank.

  Without you, we can't fulfill our mission of providing  true hometown  banking
for our friends and  neighbors.  You're the reason that the bank has been such a
success and will continue to be so.

  We hope  this  look  at our  humble  beginnings  was a good  reminder  of your
importance  to us. It should be obvious  that while  other  banks have chosen to
depend on  machines,  fees and  systems,  we depend on our people to provide the
kind of banking our

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community wants and deserves.

   We also hope this knowledge will make you absolutely  certain that joining us
was a good  career move for you.  Since  you're just the kind of person we need,
we're going to try hard to keep you around for a long time.

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                                   OUR MISSION

   So, let's boil all of this down to a simple  "mission  statement" that we can
all  understand,  embrace and strive to achieve day in and day out. It's the one
thing _we offer  customers that really sets us apart from our  competition,  and
that is:

             To provide the best customer service around, bar none.



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LAKE FOREST BANK
& TRUST COMPANY

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LAKE FOREST BANK
& TRUST COMPANY
OF LAKE BLUFF

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BANK OF HIGHWOOD-
FORT SHERIDAN
a branch of Lake Forest Bank & Trust Company

HIGHLAND PARK BANK
& TRUST
a branch of Lake Forest Bank & Trust Company