THIS FIRST AMENDMENT TO POINTE O'HARE OFFICE LEASE ("First Amendment") is made as of the day of May, 2003, by and between ORIX O'HARE II, INC., an Illinois corporation ("Landlord") and COLE TAYLOR BANK, an Illinois corporation ("Tenant").

WHEREAS, Landlord and Tenant have entered into that certain office lease dated as of March 5, 2003 for office space located in the Pointe O'Hare Development; and

WHEREAS, pursuant to the terms of Section 32.02 of the Lease, Tenant has the right to elect to increase the size of the Premises; and

WHEREAS, Tenant has elected to lease a portion of the ninth (9^th) floor of the Building; and

WHEREAS, Landlord and Tenant desire to amend the Lease to reflect the addition of a portion of the ninth floor to the Premises and to modify certain other terms of the Lease as specifically set forth herein; and

WHEREAS, pursuant to the terms of Section 32.01 of the Lease, the parties contemplated utilizing an add-on factor to convert usable to rentable square footage applicable to the First Additional Premises (as hereinafter defined) of 1.1476 ("Original Add-on Factor"). As a result of the configuration of the First Additional Premises, the actual add-on factor to convert usable to rentable square footage applicable to the First Additional Premises is 1.1508 ("Revised Add-on Factor"). Landlord and Tenant have agreed that the rentable square footage of the First Additional Premises reflect the Revised Add-on Factor. Notwithstanding the foregoing agreement as to calculation of the rentable square footage of the First Additional Premises, Landlord and Tenant have agreed the economics of the First Additional Premises shall be determined upon the basis of the Original Add-on Factor.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Landlord and Tenant agree as follows:

1. Defined Terms. All undefined terms used herein shall have the meanings

ascribed thereto in the Lease.

a. Section 1.01 of the Lease is hereby modified by adding the following to the end of the Section:

1. Exhibit C, Page 5 of 5 is attached to this Amendment.
2. All references to Page "______" of 4 on Exhibit C are hereby modified to be Page "_____" of 5.
3. All references to the Premises in the Lease shall mean the Initial Premises and First Additional Premises, taken together.

3.. Base Rent. In addition to the BASE RENT SCHEDULE set forth in Section 3.02 of the Lease applicable to the Initial Premises, and notwithstanding the terms of Section 32.04 hereof, Section 3.02 of the lease is hereby amended by adding the following BASE RENT SCHEDULE applicable to the Additional Premises and the following combined Base Rent Schedule applicable to the Initial Premises and the Additional Premises Combined:

1. Notwithstanding the terms of Section 32.05 of the Lease, the reference to Four Million Nine Hundred Twenty Thousand Seven Hundred Sixty-Eight Dollars ($4,920,768) set forth in Paragraph 6(a) of the Work Letter is hereby deleted and Five Million One Hundred Ninety One Thousand Five Hundred Eighty Four Dollars ($5,191,584) is hereby substituted therefore.
2. The reference to 102,516 set forth in Paragraph 6(a) of the Work Letter is hereby deleted and, notwithstanding the terms of Paragraph 4 above, Landlord and Tenant agree, solely for the purpose of calculation of the Allowance, 108,158 is hereby substituted therefore.

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IN WITNESS WHEREOF, the First Amendment is executed by the undersigned as of the date first above written.

ORIX O'HARE II, INC., an Illinois COLE TAYLOR BANK, an Illinois

Corporation banking corporation

By: /s/ James H. Purinton By: /s/ Bruce Taylor

Name: James H. Purinton Name: Bruce Taylor

Title: President Title: President

Exhibit C - First Additional Premises