CHANGE IN CONTROL SEVERANCE AGREEMENT



                  This AGREEMENT entered into as of by and among Taylor Capital

Group, Inc. a Delaware corporation, Cole Taylor Bank, an Illinois banking

corporation (the "Bank"), and Employee Name (the "executive").



                                   WITNESSETH:



         WHEREAS, the Executive provides valuable services as an employee of the

Bank;



         WHEREAS, the Company wishes to provide security to the Executive to

induce the Executive to continue in the employ of the Bank.



         NOW THEREFORE, in consideration of the foregoing premises and the

mutual covenants herein contained the value of which is hereby acknowledged, the

Executive and the Bank agree as follows:



         1. Bank Obligation. Subject to the limitations of this Agreement, if

during the Change in Control Period the Bank shall terminate the Executive's

employment, or if during the Change in Control Period the Executive shall

terminate his employment with the Bank for Good Reason, the Bank shall pay to

the Executive in a single sum within thirty (30) days after the termination of

employment an amount equal to [one and one-half (1-1/2) times] the Executive's

annual Compensation and the Bank shall continue to the Executive, for a period

of eighteen consecutive months beginning with the date of the Executive's

termination of employment, Medical and Hospital Benefits. The Bank shall also

provide executive level outplacement assistance benefits beginning with the date

of the Executive's termination of employment. If the Executive's employment is

terminated with the Bank during the Change in Control Period for any reason,

excluding a termination for Good Reason, or if the Bank shall terminate the

Executive's employment due to Cause, death or the Executive's disability which

renders him unable to perform the essential functions of the position, this

Agreement shall terminate without any obligation of the Company to the Executive

hereunder. If the Executive is offered employment by a successor to the Bank or

its business or assets or by an Affiliate or a successor to an Affiliate or its

business or assets on terms and conditions that are reasonably comparable to the

Executive's terms and conditions of employment with the Bank (including this

Agreement), the Company shall not have an obligation hereunder to the Executive.

If any payment under this Agreement, either alone or together with any other

payment, benefit or transfer of property which the Executive receives or has a

right to receive from the Bank or its Affiliate, ("Total Payments"), would

constitute a nondeductible "excess parachute payment" (as defined in Section

280G of the Internal Revenue Code of 1986, amended

<PAGE>

("Code")) or nondeductible "employee remuneration" under Section 162(m) of the

Code, such payment under this Agreement shall be reduced to the largest amount

as will result in no portion of the payment under this Agreement being such a

nondeductible payment under the Code. The Bank agrees to undertake such

reasonable efforts as it may determine in its sole discretion to prevent any

payment under this Agreement from constituting a nondeductible payment, provided

the Bank is not obligated to incur additional cost in order to make a payment

nondeductible. The determination of any reduction under the preceding sentences

shall be made by the Bank in good faith, and such determination shall be binding

on the Executive. The reduction provided by the fifth sentence of this paragraph

1 shall apply only if, after reduction for any applicable federal excise tax

imposed by Section 4999 of the Code and federal income tax imposed by the Code,

the total payment accruing to the Executive would be less than the amount of the

Total Payments as reduced under said fifth sentence and after reduction for

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