REPLACEMENT TERM A NOTE

EXHIBIT 10.2

REPLACEMENT TERM A NOTE

     FOR VALUE RECEIVED, WINTRUST FINANCIAL CORPORATION, an Illinois corporation (the “Maker”) promises to pay to the order of BANK OF AMERICA, N.A., as successor to LaSalle Bank National Association (the “Bank”) the lesser of the principal sum of TWENTY-FIVE MILLION DOLLARS ($25,000,000), or the aggregate unpaid principal amount outstanding under the Credit Agreement dated as of November 1, 2005 (as amended from time to time, the “Credit Agreement”) between the Maker and the Bank, at the maturity or maturities and in the amount or amounts as stated on the records of the Bank together with interest (computed on actual days elapsed on the basis of a 360 day year) on any and all principal amounts outstanding hereunder from time to time from the date hereof until maturity. Interest shall be payable at the rates of interest and the times set forth