1.	To elect the thirteen nominees for director named in this Proxy Statement to hold office until the 2014 Annual Meeting of Shareholders;

2.	To consider an advisory (non-binding) proposal approving the Company’s 2012 executive compensation as described in the Company’s accompanying Proxy Statement for the 2013 Annual Meeting of Shareholders;

3.	To ratify the appointment of Ernst & Young LLP to serve as the independent registered public accounting firm for the year 2013; and

4.	To transact such other business as may properly come before the meeting and any adjournment thereof.

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•	attending the Annual Meeting;

•	signing, dating and mailing in your proxy card;

•	using your telephone, according to the instructions on your proxy card; or

•	visiting www.istshareholderservices.com, clicking on “Shareholder Services,” clicking on “Internet Voting” and following the instructions on the screen.

•	The deadline for voting by telephone or on the Internet is 11:59 p.m. Central Time on May 22, 2013.

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•	voting in person by ballot at the Annual Meeting;

•	returning a later-dated proxy card;

•	entering a new vote by telephone or on the Internet; or

•	delivering written notice of revocation to the Company’s Secretary by mail at 9700 West Higgins Road, 8th Floor, Rosemont, Illinois 60018.

(a)	Vote FOR (in favor of) such nominee; or

(b)	WITHHOLD authority to vote for such nominee.

(a)	Vote FOR the proposal;

(b)	Vote AGAINST the proposal; or

(c)	ABSTAIN from voting on the proposal.

(a)	Vote FOR the ratification;

(b)	Vote AGAINST the ratification; or

(c)	ABSTAIN from voting on the ratification.

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•	FOR the election of each of the thirteen Director nominees named in this Proxy Statement;

•	FOR the advisory (non-binding) proposal approving the Company’s 2012 executive compensation as described in this Proxy Statement; and

•	FOR the ratification of the Audit Committee’s selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2013.

•	FOR the election of each of the thirteen Director nominees named in this Proxy Statement;

•	FOR the advisory (non-binding) proposal approving the Company’s 2012 executive compensation as described in this Proxy Statement; and

•	FOR the ratification of the Audit Committee’s selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2013.

•	The ratification of the appointment of Ernst & Young LLP.

•	To elect the thirteen Director nominees named in this Proxy Statement; and

•	The advisory (non-binding) proposal approving the Company’s 2012 executive compensation as described in this Proxy Statement.

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•	establishing criteria for selecting new Directors;

•	assessing, considering and recruiting candidates to fill positions on the Board;

•	recommending the Director nominees for approval by the Board and the shareholders;

•	establishing procedures for the regular ongoing reporting by Directors of any developments that may be deemed to affect their independence status or qualification to serve as a Director;

•	considering any resignation submitted by a Director who has retired or made a significant change to his or her principal employment;

•	reviewing the corporate governance guidelines at least annually and recommending modifications thereto to the Board;

•	advising the Board with respect to the charters, structure, size, operations and membership qualifications for the various committees of the Board;

•	establishing and implementing self-evaluation procedures (including annual director and officer questionnaires) for the Board and its committees;

•	reviewing shareholder proposals submitted for inclusion in our Proxy Statement;

•	in consultation with the Audit Committee, reviewing related-party transactions;

•	reviewing annually Director compensation and recommending modifications thereto to the Board;

•	reviewing insurance policies and indemnification arrangements applicable to the Directors and executive officers and recommending modifications thereto to the Board;

•	considering from time to time the overall relationship of the Board and management; and

•	reviewing and assessing annually the adequacy of the Nominating Committee Charter and, if appropriate, recommending changes to the Board for approval.

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•	the name and record address of the shareholder;

•	the class and number of shares of the Company beneficially held by the shareholder;

•

whether and the extent to which any derivative instrument, hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding (including any short position or any borrowing or lending of shares) has been made the effect or intent of any of which is to increase or decrease economic interest in the Company’s stock or manage the risk or benefit of share price changes for, or to increase or decrease the voting power of, such shareholder with respect to the Company’s stock (which information shall be updated by such shareholder as of the Record Date, such update to be provided not later than 10 days after the Record Date for the meeting);

•	a representation that the shareholder intends to appear in person or by proxy at the Annual Meeting to introduce the recommendation;

•	the name, age, principal occupation and employment, and business and residential addresses of the candidate;

•	the qualifications of such candidate and the reason for such recommendation;

•	a description of all arrangements or understandings between the shareholder and such candidate or any other persons pursuant to which the recommendation is being proposed and any material interest of the shareholder in such recommendation;

•	the candidate’s signed consent to serve as a director if elected and to be named in the Proxy Statement; and

•	all other information which would be required to be included in a proxy statement filed with the SEC if, with respect to such nomination, such shareholder were a participant in a solicitation subject to the Exchange Act.

•	our compliance with legal and regulatory requirements, including our disclosure controls and procedures;

•	the independent registered public accounting firm’s qualifications and independence;

•	the performance of our internal audit function and independent registered public accounting firm; and

•	reviewing and assessing annually the adequacy of the Audit Committee charter and, if appropriate, recommending changes to the Board for approval.

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•	must be financially literate;

•	must not have received any consulting, advisory, or other compensatory fees from us (other than in his or her capacity as a Director);

•	must not be our affiliate or the affiliate of any of our subsidiaries; and

•	must not serve on the audit committee of more than two other public companies, unless the Board determines that such simultaneous service would not impair the ability of such Director to effectively serve on the Audit Committee.

•	establishing the Company’s general compensation philosophy and overseeing the development and implementation of compensation programs;

•	with input from the Board, reviewing and approving corporate goals and objectives relevant to the compensation of the Chief Executive Officer and other management, evaluating the performance of the Chief Executive Officer and other management in light of those goals and objectives, and setting the Chief Executive Officer’s and other management’s compensation levels based on this evaluation;

•	reviewing the Company’s compensation programs to assess the extent to which such practices encourage risk-taking or earnings manipulation, and taking any appropriate remedial actions;

•	administering and interpreting all salary and incentive compensation plans for officers, management and other key employees;

•	reviewing senior management compensation;

•	reviewing management organization, development and succession planning;

•	taking actions relating to employee benefit, compensation and fringe benefit plans, programs or policies of the Company;

•	reviewing and approving severance or similar termination payments to any executive officer of the Company;

•	preparing reports on executive compensation;

•	pre-approving all services provided by any independent compensation consultant retained to participate in the evaluation of executive compensation, other than services performed in connection with non-employee director compensation;

•	reviewing the results of any advisory shareholder votes on executive compensation, and considering whether to recommend adjustments to the Company’s executive compensation policies and practices as a result of such votes;

•	recommending for approval by the Board how frequently the Company should conduct advisory shareholder votes on executive compensation, taking into account the results of any prior shareholder votes regarding executive compensation;

•	developing and implementing policies with respect to the recovery of “clawback” of any excess compensation, including stock options, paid to any of the Company’s executive officers based on erroneous data;

•	reporting activities of the Compensation Committee to the Board on a regular basis and reviewing issues with the Board as the Compensation Committee deems appropriate; and

•	reviewing and assessing annually the adequacy of the Compensation Committee Charter and, if appropriate, recommending changes to the Board for approval.

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•	developing and implementing the Company’s overall asset/liability management and credit policies;

•	implementing risk management strategies and considering and approving the use of various hedging techniques;

•	reviewing measures taken by the Company to identify, assess, monitor control and mitigate its risks in the areas of asset/liability management and credit policies;

•	reviewing the Company’s capital position, liquidity position, sensitivity of earnings under various interest rate scenarios, the status of its securities portfolio and trends in the economy;

•	reporting activities of the Risk Management Committee to the Board on a regular basis and reviewing issues with the Board as the Risk Management Committee deems appropriate; and

•	reviewing and assessing annually the adequacy of the Risk Management Committee Charter and, if appropriate, recommending changes to the Board for approval.

•	reviewing the capital plan and cash position of the Company, and providing guidance on the sources and uses of capital and expected returns on capital;

•	reviewing the Company’s financial policies, capital structure, strategy for obtaining financial resources, tax-planning strategies and use of cash flow;

•	reviewing and making recommendations with respect to any share repurchase programs and dividend policy;

•	reviewing proposed mergers, acquisitions, joint ventures and divestitures involving the Company and its subsidiaries;

•	reviewing and making recommendations with respect to issuing equity and debt securities;

•	providing advice to management with respect to the financial aspects of transactions by subsidiaries of the Company that require a vote by the Company, as a shareholder of such subsidiaries; and

•	reviewing and assessing annually the adequacy of the Finance Committee Charter and, if appropriate, recommending changes to the Board for approval.

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•	generated the highest reported net income in the history of the Company – $111.2 million in 2012, a 43.3% increase over 2011;

•	growth in total assets by 10.2% to $17.5 billion, the highest reported level in the history of the Company;

•	loan growth (excluding covered loans and loans held for sale) of 12.4% to $11.8 billion, the highest reported level in the history of the Company;

•	growth of total deposits of 17.2% to $14.4 billion, the highest reported level in the history of the Company;

•	purchase of four banks (two of which were acquisitions from the FDIC), a stand alone branch, a trust operation and a Canadian premium finance company;

•	increase in the number of banking offices to 111;

•	a 9.6% increase in tangible common book value per share to $29.28 from $26.72 in 20111; and

•	continued ability to attract talented personnel throughout the organization.

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•	adopted stock ownership guidelines for the Chief Executive Officer and other NEOs;

•	amended its form employment agreement for new officers to remove severance benefits upon death or disability;

•	amended the Company’s 2007 Stock Incentive Plan (the “2007 Plan”) to include “double trigger” vesting provisions for equity awards granted under the 2007 Plan beginning with the 2011 grants;

•	amended the 2007 Plan to prorate outstanding performance-based awards for terminations following a change of control, with such proration based on target performance levels and the time worked during the performance cycle;

•	upon the expiration of the TARP-related clawback policy, adopted a clawback policy applicable to all annual and long-term incentive compensation awards made to the Company’s executive officers; and

•	established the LTIP to create a long-term focus based on sustainable results and share value creation with key employees.

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•	Our senior executives should have a large portion of variable compensation in the form of short-term and long-term incentive awards; and

•	A large portion of the incentive awards of our senior executives should be focused on long-term awards to drive sustainable stockholder value and the Company’s performance over time.

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•	base salary;

•	annual bonus;

•	long-term incentives; and

•	perquisites and other personal benefits.

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•	market practices;

•	the target annual bonuses set and actual annual bonuses paid in recent years;

•	the desire to ensure, as described above, that a substantial portion of total compensation is performance-based; and

•	the relative importance and degree of difficulty, in any given year, of the long and short-term performance goals of the Company.

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•	Company’s achievement of 102% of the consolidated net income objective despite a difficult banking environment;

•	growth in the Company’s total assets, net interest margin and tangible common book value per share;

•	successful completion and integration of acquisitions, including the acquisition of a Canadian premium finance company; and

•	Company’s comparatively low levels of charge-offs despite the failure of overall level of charge-offs in the real estate and commercial banking markets to normalize.

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•	the Committee’s overall compensation objectives;

•	the Committee’s framework for portions of overall compensation;

•	the Company’s performance relative to peers; and

•	the recommendations of Mr. Wehmer (other than for Mr. Wehmer and Mr. Murphy).

•	provide a competitive compensation opportunity;

•	align the interests of management with the interests of shareholders;

•	foster retention;

•	allow the Company to compete effectively for talent;

•	incorporate leading practices;

•	be simple to understand;

•	provide transparency;

•	support the Company’s long-term strategy and growth objectives;

•	align management’s long-term compensation with achievement of business goals;

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•	link pay and performance;

•	create a long-term focus based on sustainable results;

•	create stock ownership; and

•	provide cost-effective incentives.

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(1)

The amounts shown in these columns for 2012 include annual bonus awards made in restricted stock units in January 2012 with respect to 2011 performance as well as cash annual bonus awards made in December 2012 with respect to 2012 performance. The amounts shown in these columns for 2011 include annual bonus awards made in restricted stock units in January 2011 with respect to 2010 performance as well as cash annual bonus awards made in January 2012 with respect to 2011 performance. The amounts shown in these columns for 2010 include annual bonus awards made in restricted stock in January 2010 with respect to 2009 performance as well as cash annual bonus awards made in January 2011 with respect to 2010 performance.. As required by TARP, all 2009 annual bonuses for NEOs were paid exclusively in restricted stock. Because such payments were made in January 2010 pursuant to Section 111(b)(3)(D) of the EESA, they appear in the Summary Compensation Table attributed to 2010 in the Stock Awards column.

(2)

The amounts shown in this column for 2012 constitutes the portion of the 2011 bonus granted in 2012 in the form of restricted stock units and performance-based stock awards granted under the Company’s LTIP. All awards were granted under the 2007 Plan. The restricted stock units and performance-based stock awards are valued based on the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation — Stock Compensation (“FASB ASC Topic 718”) and, in the case of the performance-based stock awards, are reported based on the probable achievement of the performance-based vesting conditions. If the highest achievement level is attained for the performance-based stock awards, the maximum amounts that will be received with respect to the these awards are as follows: Mr. Wehmer, $400,000; Mr. Dykstra, $243,750; Mr. Murphy, $154,376; Mr. Stoehr, $100,000; and Ms. Pattis, $106,250. The aggregate grant date fair value of the equity awards represents the average of the high and low sale prices of the Company’s Common Stock on the date of grant, as reported by NASDAQ, multiplied by the number of restricted stock units granted to the NEOs, or, in the case of the performance-based stock awards, the target level of the award.

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(3)

The amounts shown in this column constitute options granted under the 2007 Plan. Amounts shown reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for awards granted during such fiscal year. The accounting policy and assumptions for stock-based compensation are described in Notes 1 and 19 to the Company’s Consolidated Financial Statements included in its Annual Report on Form 10-K for the year ended December 31, 2012.

(4)	The amounts shown represent the portion of the awards under the CIRP which fully vested in 2012.

(5)	Amounts in this column include the value of the following perquisites paid to the NEOs in 2012. Perquisites are valued at actual amounts paid to each provider of such perquisites.

(6)	Ms. Pattis commenced employment with the Company on August 30, 2011.

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(1)

The amounts in this column represent long-term performance cash awards that will be earned at the end of the performance period ending December 31, 2014 based on the Company’s achievement of performance objectives relating to the Company’s return on average assets, annual growth rate in assets and growth rate in tangible common book value per share, with each goal weighted equally. Subject to certain qualifying termination events, the participant is required to be employed on the award settlement date in order to vest in the award.

(2)	The amounts in this column represent performance-based restricted stock unit awards that will be earned at the end of the performance period ending December 31, 2014 based on the Company’s achievement of performance objectives relating to the Company’s return on average assets,

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(3)	The amounts shown in this column constitute restricted stock units granted in January 2012 under the 2007 Plan. The amounts relate to discretionary short-term incentive awards granted to each NEO in the form of time-vested restricted stock units in lieu of cash bonus relating to 2011 performance. The RSUs reported in this column vest on the one year anniversary of the date of grant.

(4)	The amounts in this column represent option awards granted to the NEOs pursuant to the 2012 LTIP and granted under the 2007 Plan. One-third of the 2012 LTIP stock option awards made to each NEO will vest ratably over three years.

(5)

The amounts in this column are valued based on the grant date fair value of the award calculated in accordance with FASB ASC Topic 718 and, in the case of the performance awards, are based on the probable outcome of the applicable performance conditions. See Notes 2 and 3 to the 2012 Summary Compensation Table for a discussion of the relevant assumptions used in calculating the grant date fair value.

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(1)	The following table provides information with respect to the vesting of each NEO’s outstanding options:

(2)	The following table provides information with respect to the vesting of each NEO’s outstanding restricted stock unit awards:

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(1)	The value realized on the exercise of stock options represents the pre-tax difference between the option exercise price and the market price determined by calculating the average of the high and low market price of the Common Stock on the date of exercise, multiplied by the number of shares of the Common Stock covered by the stock options exercised.

(2)	Represents the vesting of restricted stock units under the Company’s 2007 Plan.

(3)	The value realized on the vesting of restricted stock units represents the average of the high and low market price of the Common Stock on the date of vesting, as reported by NASDAQ, multiplied by the number of restricted stock units that vested.

(1)

This amount represents an award under the CIRP which has fully vested and for which payment was made at December 31, 2012 which was at the expiration of the five-year performance period under the CIRP. Amounts deferred under the CIRP were credited with interest equal to 91-day Treasury Bill Rate. The amounts reported in the columns entitled “Registrant Contributions in Last Fiscal Year” and “Aggregate Earnings in Last Fiscal Year” are reported in the 2012 Summary Compensation Table under the Non-Equity Incentive Plan Compensation column.

(2)

These amounts represent restricted stock unit awards which have vested but are not issuable until the earlier to occur of (i) the executive’s termination of employment and (ii) the time at which the executive is no longer subject to the deduction limits under Section 162(m) of the Internal Revenue Code. The amounts reported in the column entitled “Aggregate Earnings in Last Fiscal Year” represent the change in the value of the shares subject to the restricted stock unit awards from December 31, 2011 to December 30, 2012.

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•

We have Cause to terminate the NEO if the NEO has engaged in any of a list of specified activities, including refusing to perform duties consistent with the scope and nature of his or her position, committing an act of gross negligence or willful misconduct resulting in or potentially resulting in economic loss or damage to the Company’s reputation, conviction of a felony or other actions specified in the definition.

•

The NEO is said to have been Constructively Terminated (and thereby gain access to the benefits described below) if we (i) materially reduce the NEO’s duties and responsibilities, or (ii) reduce the NEO’s adjusted total compensation (as defined in the agreements) to an amount less than (x) 75% of his or her adjusted total compensation for the prior 12 months or (y) 75% of his or her adjusted total compensation for the 12 months preceding the date of such NEO’s employment agreement, whichever is greater. In addition, in the case of Messrs. Wehmer, Dykstra and Murphy, the NEO is said to have been Constructively Terminated if we reduce, or assign such NEO duties substantively inconsistent with, his position, authority, duties or responsibilities, including reductions occurring solely as a result of the Company’s ceasing to be a publicly traded entity or becoming a wholly owned subsidiary of another entity.

•	unpaid base salary through the date of termination;

•	accrued but unused vacation or paid leave;

•	earned but unpaid annual incentive compensation; and

•	reimbursements.

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Messrs. Wehmer, Dykstra, Murphy and Stoehr will be entitled to a payment equal to three times the sum of his base salary in effect at the time of his death or disability and the target cash and stock bonus awards to such NEO in the year of his death or disability, with such payments to be made, (i) in the case of death, in a lump sum within 30 days of the NEO’s death or (ii), in the case of permanent disability, ratably over 36 months, with any such payment benefit reduced by the proceeds from any life or disability insurance policies maintained by the Company; and

•	he will immediately vest in all outstanding awards under the Company’s incentive plans.

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Messrs. Wehmer, Dykstra and Murphy will continue to receive health insurance, including for qualified dependents, either under the then current Company plan or under an independent policy having similar coverage to that maintained by the Company, until the earlier of (a) the date he becomes eligible for any comparable medical, dental, or vision coverage provided by any other employer or (b) the date he becomes eligible for Medicare benefits; and

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•	Mr. Stoehr will continue to receive health insurance, including for qualified dependents, under the then current Company plan until the end of the 36-month period over which the severance payments described in the first bullet point of this subsection are made.

•	the payment to Messrs. Wehmer, Dykstra, Murphy and Stoehr described in the first bullet point under “Payment Obligations Upon Death or Permanent Disability” will not be made in a lump sum, but rather be made ratably over the 36-month period;

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Ms. Pattis will be entitled to a payment equal to three times the sum of her base salary in effect at the time of the termination of her employment and the annual incentive compensation award (not including any equity-based award or cash award with a vesting period of greater than one year) paid to Ms. Pattis during the 12-month period prior to the termination of her employment, with such payments to be made ratably over 36 months, with any such payment benefit reduced by the amount of any income earned by Ms. Pattis during such 36-month period; provided, however, that such amount paid to Ms. Pattis shall not be less than $8,333.34 per month;

•	outstanding option awards under the Company’s incentive plans will not immediately vest, but rather will remain exercisable until the earlier of (i) three months or (ii) the life of the award;

•	unvested RSU awards will immediately be forfeited, with the exception of the January 2011 and 2012 awards to Messrs. Wehmer, Dykstra, Murphy and Stoehr and Ms. Pattis and Ms. Pattis’ August 2011 award, each of which fully vest;

•	Messrs. Wehmer, Dykstra and Murphy and their respective dependents will be entitled to continued health benefits until the earliest of (a) the date he becomes eligible for another group health insurance plan with no pre-existing condition limitation or exclusion or (b) the date he becomes eligible for Medicare benefits; and

•	Mr. Stoehr, Ms. Pattis and their respective dependents will be entitled to continued health benefits until the earliest of (a) the date he or she becomes eligible for another group health insurance plan with no pre-existing condition limitation or exclusion, (b) the expiration of the maximum coverage period under COBRA or (c) the date he or she becomes eligible for Medicare benefits.

•	Pursuant to our incentive plans, the NEO will be entitled to immediate vesting and lapsing of restrictions on all outstanding awards;

•	Messrs. Wehmer, Dykstra and Murphy will be entitled to an additional cash payment equal to an amount that would offset any excise taxes incurred by the NEO as a result of the receipt of any change of control payments and such offset payment, within 30 days of the determination that such excise tax is due; and

•	In the case of Mr. Stoehr and Ms. Pattis, such payment may be subject to reduction (any such payment a “Reduced Payment”) to the extent it would cause such NEO to receive an “excess parachute payment” (as defined in the Internal Revenue Code) unless the change of control payments, less the amount of any excise taxes payable by the NEO, is greater than the Reduced Payment.

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•	if any person acquires 50% or more of the Company’s outstanding Common Stock or of the combined voting power of the Company’s outstanding voting securities (other than securities acquired directly from the Company);

•	if the Company’s incumbent Directors (and director nominees approved by such Directors) cease to constitute a majority of the Board;

•	the consummation of a reorganization, merger or consolidation in which our shareholders immediately prior to such transaction do not, following such transaction, beneficially own more than 50% of the outstanding common stock or of the combined voting power of the corporation resulting from such transaction; or

•	the approval of our shareholders of a complete liquidation or dissolution of the Company or of the sale or other disposition of all or substantially all of the assets of the Company.

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(2)

Upon termination due to death or disability, with respect to each NEO other than Ms. Pattis, or due to termination without cause, constructive termination, or change of control, with respect to each NEO other than Ms. Pattis, such NEO is entitled to receive an amount equal to three times (3x) the sum of (i) the NEO’s base salary in effect at the time of termination plus (ii) an amount equal to the NEO’s target cash bonus and the NEO’s target stock bonus in the year in which the termination occurs. Under a constructive termination, termination without cause or a change of control, Ms. Pattis is entitled to a severance payments of three times (3x) base salary and an amount equal to the annual incentive compensation paid to her during the 12-month period prior to the termination.

(3)

In the event of death, permanent disability, or termination following a change of control, all outstanding option and time-vesting restricted stock awards immediately vest. In the event of death or permanent disability, the August 2011 and January 2012 performance-based restricted stock unit awards will be payable in a pro-rata portion based on performance over the full performance period. For this analysis, performance has been assumed at target. In the event of termination following a change of control, the August 2011 and January 2012 performance-based restricted stock unit awards will vest in full at target performance. In the event of retirement or termination without cause, all unvested stock options will be forfeited, while the August 2011 and January 2012 performance-based restricted stock unit awards will pro-rata vest based on actual performance (performance has been assumed at target for this analysis). In the event of retirement, the January 2011 and January 2012 restricted stock awards will fully vest. In the event of termination without cause, the January 2011 and January 2012 restricted stock awards will be forfeited.

(5)

We have assumed benefit continuation for Messrs. Wehmer, Dykstra and Murphy through the age of 65, the time at which the NEO will be eligible for Medicare. We have assumed benefit continuation for 18 months in the event termination in connection with a change of control, termination without cause or constructive termination for Mr. Stoehr and Ms. Pattis, per current COBRA guidelines, and for 36 months in the event of permanent disability for Mr. Stoehr.

(6)

In the event of termination in connection with death, the amount of benefits to be paid to Messrs. Wehmer, Dykstra, Murphy and Stoehr pursuant to his employment agreement shall be reduced by the amount of any life insurance benefit payments paid or payable to him from policies of insurance maintained and/or paid for by the Company; provided that in the event the life insurance benefits exceed the amount to be paid to him, he shall remain entitled to receive the excess life insurance payments.

(7)

In the event of termination in connection with permanent disability, the amount of benefits to be paid to Messrs. Wehmer, Dykstra, Murphy and Stoehr pursuant to his employment agreement shall be reduced by the amount of any long-term disability insurance benefit payments paid or payable to him during the payment period from policies of insurance maintained and/or paid for by the Company; provided that in the event the long-term disability insurance benefits exceed the amount to be paid to him, he shall remain entitled to receive the excess insurance payments.

(8)

In the event of a termination in connection with a change of control, Messrs. Wehmer, Dykstra and Murphy are entitled to an excise tax gross-up payment to be paid by the Company if the present value of the NEO’s parachute payments exceeds his safe harbor. Effective May 20, 2009, the Company adopted a policy that it will not enter into any new or materially amended agreements with NEOs that include any excise tax gross-up provisions with respect to payments contingent upon a change of control.

(9)

The employment agreements for Mr. Stoehr and Ms. Pattis provide that in the event the potential payments would constitute “excess parachute payments” within the meaning of Section 280G of the Internal Revenue Code, or any interest or penalties with respect to such excise tax, then the amount of the payout would be automatically reduced to an amount equal to $1.00 less than three times (3x) the “base amount” as defined in Section 280G(3) of the Internal Revenue Code (the “Reduced Payment”). The preceding sentence shall not apply if the sum of the amount of severance pay less the amount of excise tax payable by the NEO is greater than the Reduced Payment.

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(1)	Includes fees paid in cash and stock for services as Directors of the Company. Certain Directors elected to receive fees in stock

(2)	Includes fees paid in cash and stock, both paid out and deferred, for services as directors of the Company’s subsidiaries. Also includes dividends earned on fees deferred as described above.

(3)	Pursuant to Mr. Perry’s request, director fees payable to him are paid directly to CIVC Partners, LP.

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*	Less than 1%

**	Mr. Wehmer is also an executive officer.

(1)	Beneficial ownership and percentages are calculated in accordance with SEC Rule 13d-3 promulgated under the Securities Exchange Act of 1934.

(2)	Of the shares beneficially owned by Mr. James, 3,533 are pledged as security to a financial institution.

(3)	Of the shares beneficially owned by Mr. Stoehr, 11,996 are pledged as security to a financial institution.

(4)	Shares vest at various dates during 2013 and 2014, and are subject to forfeiture until such time as they vest.

(5)

Based on information obtained from Schedule 13G/A filed by T. Rowe Price Associates, Inc. (“Price Associates”) with the SEC on February 6, 2013. According to this report, Price Associates’ business address is 100 E. Pratt Street, Baltimore, Maryland 21202. These securities are owned by various institutional investors including T. Rowe Price Small Cap Value Fund, Inc. which has sole voting power with respect to 2,080,800 of these shares which Price Associates serves as investment advisor with power to direct investments and/or sole power to vote the securities. For purposes of the reporting requirements of the Securities Exchange Act of 1934, Price Associates is deemed to be a beneficial owner of such securities; however, Price Associates expressly disclaims that it is, in fact, the beneficial owner of such securities.

(6)

Based on information obtained from Schedule 13G filed by The Vanguard Group, Inc. (“Vanguard”) with the SEC on February 11, 2013. According to this report, Vanguard’s business address is 100 Vanguard Blvd., Malvern, Pennsylvania 19355. Vanguard has sole voting power with respect to 57,173 of these shares, sole dispositive power with respect to 2,032,119 of these shares and shared dispositive power with respect to 55,073 of these shares.

(7)	Based on information obtained from Schedule 13G/A filed by BlackRock, Inc. with the SEC on February 1, 2013. According to this report, BlackRock, Inc.’s business address is 40 East 52nd Street, New York, New York 10022.

(8)

Based on information obtained from Schedule 13G/A filed by Dimensional Fund Advisors LP (“Dimensional”) with the SEC on February 11, 2013. According to this report, Dimensional’s business address is Palisades West, Building One, 6300 Bee Cave Road, Austin, Texas 78746. Dimensional has informed the Company that these securities are owned by various investment companies, commingled group trusts and separate accounts (the “Funds”). Dimensional serves as investment manager with power to direct investments and/or sole power to vote the securities. For purposes of the reporting requirements of the Securities Exchange Act of 1934, Dimensional is deemed to be a beneficial owner of such securities; however, Dimensional expressly disclaims that it is, in fact, the beneficial owner of such securities. Dimensional has sole voting power with respect to 2,756,024 of these shares and sole dispositive power with respect to 2,800,603 of these shares.

(9)

Based on information obtained from Schedule 13G/A filed by Wellington Management Company, LLP (“Wellington”) with the SEC on February 14, 2013. According to this report, Wellington’s business address is 280 Congress Street, Boston, Massachusetts 02210. Wellington has shared voting power with respect to 2,979,536 of these shares and shared dispositive power with respect to 3,151,046 of these shares.

(10)

Based on information obtained from Schedule 13G filed by Invesco Ltd. (“Invesco”) with the SEC on February 13, 2013. According to this report, Invesco’s business address is 1555 Peachtree Street NE; Atlanta, GA 30309. Invesco has sole voting power with respect to 2,119,586 of these shares. Invesco has sole dispositive power with respect to 2,226,927 of these shares. Invesco has indicated that the following subsidiaries of Invesco are investment advisers which hold shares of the security being reported: Invesco Advisers Inc., Invesco National Trust Company Stein Roe Investment Counsel, Inc. and Invesco PowerShares Capital Management.

(11)	CIVC Partners LLC owns 50,000 shares of our 8.00% Non-Cumulative Perpetual Convertible Preferred Stock, Series A, which are convertible into shares of our Common Stock at $25.72 per share of Common Stock.

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•	the size of the transaction and the amount of consideration payable to a related person;

•	the nature of the interest of the applicable executive officer, Director or 5% shareholder in the transaction;

•	whether the transaction may involve a conflict of interest;

•	whether the transaction involves the provision of goods or services to us that are available from unaffiliated third parties; and

•	whether the proposed transaction is on terms and made under circumstances that are at least as favorable to us as would be available in comparable transactions with or involving unaffiliated third parties.

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•	5 purchases of Common Stock pursuant to a broker-administered dividend reinvestment program for Mr. Larson;

•	2 dispositions of Common Stock to cover taxes in connection with the vesting of restricted stock for each of Mr. Crane and Mr. Larson; and

•	1 disposition of Common Stock to cover taxes in connection with the vesting of restricted stock for Ms. Gleason.

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