Prospectus

This prospectus relates to the potential resale from time to time by selling securityholders of some or all of any shares of our common stock issuable from time to time upon conversion of shares of our Non-Cumulative Convertible Perpetual Preferred Stock, Series C (the “Series C Preferred”) and exercise of warrants to acquire shares of our common stock (the “Warrants”). In this prospectus, we refer to the shares of common stock issuable upon conversion of the Series C Preferred and exercise of the Warrants as the securities. The Series C Preferred and the Warrants were originally issued by us pursuant to the Securities Purchase Agreement, dated as of May 21, 2010, by and among us and the selling securityholders originally named in this prospectus.

The investors in these transactions included members of our board of directors, including Harrison I. Steans and Jennifer W. Steans, and members of our management, including the Chairman of our board of directors, Bruce W. Taylor, and our Chief Executive Officer, Mark A. Hoppe.

The Series C Preferred pays non-cumulative dividends quarterly in arrears at an annual rate of 8% of the liquidation preference beginning in October 2010 and has a conversion price of $12.28 per share. The Series C Preferred is convertible into an aggregate of up to 2,598,697 shares of our common stock at the option of the holders of shares of Series C Preferred at any time, and will be convertible at our option at any time after the earlier to occur of (1) May 28, 2015, and (2) the first date on which the volume-weighted average per share price of our common stock equals or has exceeded 130% of the then applicable conversion price of the Series C Preferred for at least 20 trading days within any period of 30 consecutive trading days occurring after May 28, 2013.

The Warrants have an exercise price of $12.28 per share and were issued in connection with a private placement of subordinated notes by us that bear interest at an annual rate of 8% and mature on May 28, 2020. The Warrants, in the aggregate, represent the right to purchase up to 848,450 shares of our common stock. The Warrants will not be exercisable until November 26, 2010, and the Warrants expire on May 28, 2015.

The selling securityholders may offer and sell such securities from time to time, directly or through underwriters, broker-dealers or agents, in public or private transactions, and at fixed prices, prevailing market prices, prices related to prevailing market prices or negotiated prices. If these securities are sold through underwriters, broker-dealers or agents, the selling securityholders will be responsible for underwriting discounts or commissions or agents’ commissions.

We will not receive any proceeds from any sales of the securities by the selling securityholders.

Neither the Series C Preferred nor the Warrants are listed on an exchange, and we do not intend to list the Series C Preferred or the Warrants on any exchange.

Our common stock is listed on the Nasdaq Global Select Market under the symbol “TAYC.” On August 2, 2010, the last reported sale price of our common stock on the Nasdaq Global Select Market was $10.00 per share. You are urged to obtain current market quotations of the common stock.

Investing in the securities involves a high degree of risks. See “Risk Factors” on page 2 of this prospectus.

Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved of the securities offered hereby or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The securities offered hereby are not deposits or other obligations of a bank and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency.

In this prospectus, the terms “company,” we,” “us,” and “our” refer to Taylor Capital Group, Inc. and its consolidated subsidiaries, collectively (unless the context indicates another meaning).

This prospectus is part of a registration statement on Form S-3 that we filed with the SEC using a “shelf” registration process. Under this process, the selling securityholders may, from time to time, offer and sell, in one or more offerings, the securities described in this prospectus.

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus. This prospectus is offering to sell, and is seeking offers to buy, the securities only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus.

We may provide a prospectus supplement containing specific information about the terms of a particular offering by the selling securityholders. The prospectus supplement may add, update or change information in this prospectus. If the information in this prospectus is inconsistent with a prospectus supplement, you should rely on the information in that prospectus supplement. You should read both this prospectus and, if applicable, any prospectus supplement, as well as the other information contained or incorporated by reference in this prospectus or in any prospectus supplement hereto. See “Where You Can Find More Information” and “Documents Incorporated by Reference” for more information.

PROSPECTUS SUMMARY

GENERAL

We are a bank holding company headquartered in Rosemont, Illinois, a suburb of Chicago, and we derive substantially all of our revenue from our wholly-owned subsidiary, Cole Taylor Bank (“the Bank”). The Bank was founded in 1929 by forefathers of the Taylor family and has served the Chicago metropolitan area for over 80 years. We were formed in 1996 and acquired Cole Taylor Bank in 1997. We provide a range of products and services primarily to closely-held commercial customers and their owner operators in the Chicago metropolitan area. We also provide asset-based lending and residential mortgage origination services outside our Chicagoland region through offices in other geographic markets. At March 31, 2010, we had assets of approximately $4.51 billion, deposits of approximately $2.96 billion and stockholders’ equity of approximately $253.8 million.

Our primary business is commercial banking and, as of March 31, 2010, approximately 94% of our loan portfolio was comprised of commercial loans. Our targeted commercial lending customers are closely-held businesses in industries such as manufacturing, wholesale and retail distribution, transportation, construction contracting and professional services. Our commercial lending activities primarily consist of providing loans for working capital, business expansion or acquisition; owner-occupied commercial real estate financing; revolving lines of credit; and stand-by and commercial letters of credit. In addition to our lending activities, we offer deposit products such as checking, savings and money market accounts; time deposits and repurchase agreements to our business customers and community-based customers, typically individuals and small, local businesses, located near our banking centers. We offer corporate treasury cash management services to our commercial customers, which include internet balance reporting, remote deposit capture, positive pay, automated clearing house products, imaged lock-box processing, controlled disbursement, and account reconciliation. We also cross-sell products and services to the owners and executives of our business customers designed to help them meet their personal financial goals. Our product offerings also include personal customized credit and wealth management services. We use third-party providers to augment our offerings to include investment management and brokerage services. Our products and services consist of commercial banking credit and deposit products delivered by a single operations area. We do not have separate and discrete operating segments.

Our principal executive office is located at 9550 West Higgins Road, Rosemont, Illinois 60018, and our phone number is (847) 653-7978.

Additional information about us is included in our filings with the SEC, which are incorporated by reference into this prospectus. See “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference” in this prospectus.

An investment in our securities involves a number of risks. You should carefully consider the risks and uncertainties and the risk factors set forth in the documents and reports we file with the SEC that are incorporated by reference into this prospectus, as well as any risks described in any applicable prospectus supplement, before you make an investment decision regarding the securities. Our business, financial condition, results of operations and prospects could be materially adversely affected by any of these risks. The trading price of our common stock could decline due to any of these risks, and you could lose all or part of your investment.

Some of the statements in this prospectus, any prospectus supplement and the documents we incorporate by reference in this prospectus or any prospectus supplement constitute forward-looking statements. These forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act reflect our current expectations and projections about our future results, performance, prospects and opportunities. We have tried to identify these forward-looking statements by using words including “may,” “might,” “expect,” “plan,” “predict,” “potential,” “contemplate,” “should,” “will,” “anticipate,” “believe,” “intend,” “could,” “would” and “estimate” and similar expressions. These forward-looking statements are based on information currently available to us and are subject to a number of risks, uncertainties and other factors that could cause our actual results, performance, prospects or opportunities in 2010 and beyond to differ materially from those expressed in, or implied by, these forward-looking statements. These risks, uncertainties and other factors include, without limitation:

For further information about these and other risks, uncertainties and factors, please review the disclosure included in the sections captioned “Risk Factors” in our December 31, 2009 Annual Report on Form 10-K filed with the SEC on March 29, 2010 and in our Quarterly Report on Form 10-Q filed with the SEC on May 12, 2010. You should not place undue reliance on any forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements or risk factors, whether as a result of new information, future events, changed circumstances or any other reason after the date of this prospectus.

All of the securities offered pursuant to this prospectus are being offered by the selling securityholders listed under “Selling Securityholders.” We will not receive any proceeds from any sale of the securities by the selling securityholders. Although we will not receive any proceeds from this offering, if the warrants to purchase 848,450 shares of our common stock were all exercised for cash, the selling stockholders would pay us an exercise price of $12.28 per share, or an aggregate exercise price of $10,418,966. If we do receive any proceeds from the exercise of the warrants, we will likely use such proceeds for general corporate purposes.

On May 28, 2010, we issued 1,276,480 shares of Series C Preferred, $33,938,000 in subordinated notes and Warrants to acquire up to 848,450 shares of our common stock in a transaction exempt from the registration requirements of the Securities Act and state securities laws. The securities covered by this prospectus are issuable from time to time upon conversion of the Series C Preferred and exercise of the Warrants by the initial selling securityholders. The initial selling securityholders, or their respective successors, including transferees, may from time to time offer and sell, pursuant to this prospectus or a supplement to this prospectus, any or all of the securities they own. The securities to be offered under this prospectus for the account of the selling securityholders are:

Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities.

We do not know when or in what amounts the selling securityholders may offer the securities for sale. The selling securityholders may sell all, some or none of the securities offered by this prospectus. Because the selling securityholders may offer all, some, or none of the securities pursuant to this offering, we cannot estimate the number of the securities that will be held by the selling securityholders after completion of the offering. For purposes of this prospectus, we have assumed that, after completion of the offering, none of the securities covered by this prospectus will be held by the selling securityholders.

Information about the selling securityholders may change over time and changed information will be set forth in supplements to this prospectus if and when required.

We are registering the securities covered by this prospectus for the selling securityholders.

We will pay the costs and fees of registering the securities covered by this prospectus and other expenses related to the registration of the securities to the extent required by the Registration Rights Agreement, dated May 28, 2010, between us and the selling securityholders. However, we will not pay any underwriting discounts or commissions or other amounts payable to underwriters, dealers or agents, or any transfer taxes or other expenses associated with the sale of the securities, on behalf of the selling securityholders. Pursuant to the Registration Rights Agreement, we have agreed to provide certain indemnification to the selling securityholders against certain liabilities in connection with this resale registration.

The selling securityholders will act independently of us in making decisions with respect to the timing, manner and size of each sale of the securities.

Sales of the securities may be effected in transactions, which may involve crosses or block transactions,

The selling securityholders may negotiate and pay broker-dealers’ commissions, discounts or concessions for their services. Broker-dealers engaged by a selling securityholder may allow other broker-dealers to participate in resales. The selling securityholders and any broker-dealers involved in the sale or resale of the securities may qualify as “underwriters” within the meaning of Section 2(11) of the Securities Act. In addition, the broker-dealers’ commissions, discounts or concessions may qualify as underwriters’ compensation under the Securities Act.

In addition to selling the securities under this prospectus, the selling securityholders may transfer the securities in other ways not involving market makers or established trading markets, including directly by gift, distribution or other transfer. Moreover, the selling securityholders may decide not to sell any securities offered hereby.

The selling securityholders and any underwriters and distribution participants will be subject to applicable provisions of the Exchange Act and the associated rules and regulations under the Exchange Act, including Regulation M, which provisions may limit the timing of purchases and sales of shares by the selling securityholders. Furthermore, under Regulation M, persons engaged in a distribution of securities are prohibited from simultaneously engaging in market making and certain other activities with respect to such securities for a specified period of time prior to the commencement of such distributions, subject to special exceptions or exemptions. In addition, the anti-manipulation rules under the Exchange Act may apply to sales of the securities in the market. All of these limitations may affect the marketability of the securities and the ability of any person to engage in market-making activities with respect to the securities.

Underwriters and others who are deemed to be underwriters under the Securities Act may engage in transactions that stabilize, maintain or otherwise affect the price of the common stock, including the entry of stabilizing bids or syndicate covering transactions or the imposition of penalty bids.

We will file a supplement to this prospectus, if required, pursuant to Rule 424(b) under the Securities Act upon being notified by the selling securityholders that any material arrangement has been entered into with a broker-dealer for the sale of securities through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer. Such supplement may disclose:

Any securities covered by this prospectus which qualify for sale pursuant to Rule 144 promulgated under the Securities Act may be sold under Rule 144 in certain instances, rather than pursuant to this prospectus. In addition, the selling securityholders may transfer the shares by other means not described in this prospectus.

The validity of the securities registered for resale hereby will be passed upon for us by our counsel, Katten Muchin Rosenman LLP. Melvin E. Pearl, a member of our board of directors, is a former Partner with Katten Muchin Rosenman LLP and currently serves as “Of Counsel” to that firm. Katten Muchin Rosenman LLP also acts as our counsel from time to time and a limited number of its attorneys own, in the aggregate, less than 1% of the outstanding shares of our common stock.

The financial statements and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the Annual Report on Form 10-K for the year ended December 31, 2009 have been so incorporated in reliance on the report of KPMG LLP, an independent registered public accounting firm, given on the authority of said firm as experts in accounting and in auditing.

We have filed a registration statement on Form S-3 with the SEC relating to the shares of common stock covered by this prospectus. This prospectus, filed as part of the registration statement, does not contain all of the information set forth in the registration statement and its exhibits and schedules, portions of which have been omitted as permitted by the rules and regulations of the SEC. For further information about us and our common stock, we refer you to the registration statement and to its exhibits. Statements in this prospectus about the contents of any contract, agreement or other document are not necessarily complete and, in each instance, we refer you to the copy of such contract, agreement or document filed as an exhibit to the registration statement, with each such statement being qualified in all respects by reference to the document to which it refers. Anyone may inspect the registration statement and its exhibits and schedules without charge at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain copies of all or any part of these materials from the SEC upon the payment of certain fees prescribed by the SEC.

We are subject to the information requirements of the Exchange Act, which means we are required to file annual, quarterly and special reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the internet at the SEC’s website at http://www.sec.gov and at our website at http://www.taylorcapitalgroup.com. You may also read and copy any document we file with the SEC at its Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may also obtain information on the operation of the Public Reference Room by calling the SEC as 1-800-SEC-0330.

The SEC allows us to “incorporate by reference” into this prospectus the information we have filed with the SEC. This permits us to disclose important information to you by referring to these filed documents. The information incorporated by reference is an important part of this prospectus, and the information we file subsequently with the SEC will automatically update and supercede the information in this prospectus. Absent unusual circumstances, we will have no obligation to amend this prospectus, other than by filing subsequent information with the SEC. This historical and future information that is incorporated by reference in this prospectus is considered to be part of this prospectus and can be obtained at the locations described above. The information included elsewhere in this prospectus and the following information incorporated by reference in this prospectus is considered to be part of this prospectus:

Any statement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference into this prospectus shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in any subsequently filed document which also is, or is deemed to be, incorporated by reference in this prospectus modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

We will furnish without charge to each person to whom a copy of this prospectus is delivered, upon written or oral request, a copy of the information that has been incorporated in this prospectus by reference but not delivered with the prospectus (except exhibits, unless they are specifically incorporated in this prospectus by reference). You should direct any requests for copies to:


		Page No.
Prospectus Summary		1
Risk Factors		2
Cautionary Note Regarding Forward-Looking Statements		2
Use of Proceeds		3
Selling Securityholders		4
Plan of Distribution		9
Legal Matters		10
Experts		11
Where You Can Find Additional Information		11
Documents Incorporated by Reference		11


Name of Selling Securityholder	Shares of Common Stock Beneficially Owned Before the Offering	Maximum Shares Being Offered Hereby	Shares of Common Stock Beneficially Owned Upon Completion of the Offering	Percentage of Common Stock Outstanding Upon Completion of the Offering (1) (2)
Jennifer W. Steans, Trustee of the Jennifer W. Steans 2000 Trust (3)	159,928	29,928	130,000	*
James P. Kastenholz 2000 Trust (3)	39,984	9,984	30,000	*
Nicholas J. Kastenholz Minor’s Trust (3)	18,143	10,643	7,500	*
Jennifer W. Steans 1999 Descendants Trust (3)	28,380	22,380	6,000	*
Heather A. Steans 2001 Trust	159,912	39,912	120,000	*
Heather A. Steans 1999 Descendant’s Trust	28,380	22,380	6,000	*
Robin M. Steans, Trustee of the Robin M. Steans Revocable Trust	79,969	19,969	60,000	*
Leonard A. Gail, Trustee of the Leonard A. Gail Revocable Trust	79,944	19,944	60,000	*
Robin M. Steans 1999 Descendant’s Trust	28,380	22,380	6,000	*
Steans 1996 Family Trust (3)	53,216	53,216	0	—
Harold M. Morrison Trust, Harold M. Morrison, Trustee	86,294	26,294	60,000	*
Helen H. Morrison, Trustee of the Helen H. Morrison 2002 Trust	135,196	45,196	90,000	*
Lois L. Morrison, Trustee of the Lois L. Morrison 1999 Trust	61,586	16,586	45,000	*


Justin W. Daab 2003 Trust	5,322	5,322	0	—
Margot M. Brinley, Trustee of the Margot M. Morrison 1999 Trust	139,944	19,944	120,000	*
Amy M. Heinrich, Trustee of the Amy M. Heinrich 2000 Trust	63,269	15,269	48,000	*
Foursquare Investments, LLC	203,225	41,225	162,000	*
Thomas B. Hunter III Self-Declaration of Revocable Trust, Thomas B. Hunter, III Trustee	534,130	150,130	384,000	2.10	%
Thomas B. Hunter, IV, Trustee of the Thomas B. Hunter IV Revocable Trust	75,269	15,269	60,000	*
Willard M. Hunter, Trustee of the Willard M. Hunter 2002 Revocable Trust	45,161	9,161	36,000	*
George P. Bauer Revocable Trust	401,790	101,790	300,000	1.64	%
David M. Gervase	8,036	2,036	6,000	*
Patricia A. Fosmoe	9,406	3,406	6,000	*
Nicholas W. Sayers	4,064	1,064	3,000	*
SIP of Illinois Limited Partnership	43,304	13,304	30,000	*
Marion C. Zehner	6,532	532	6,000	*
Raymond L. Rusnak, Jr. Trust Dated April 30, 2009	2,661	2,661	0	*
Ernsteen of Boynton Beach LP	159,912	39,912	120,000	*
Robert F. Barnett, III, 1997 Trust, Robert F. Barnett, III, Trustee	19,304	13,304	6,000	*
Elizabeth M. Barnett Living Trust Dtd 12-13-95	13,304	13,304	0	—
Michaels Family Thrush, L.P.	11,322	5,322	6,000	*
Jeffrey S. Elowe Special Trust, Michael L. Elowe, Trustee	532	532	0	—
Siena Capital Partners I, LP (13)	104,349	53,216	51,133	*
John R. Willis and Mary S. Willis	18,680	6,680	12,000	*
Avy H. Stein	18,680	6,680	12,000	*
Leisure Investments, LLC	18,680	6,680	12,000	*
Harrington Bischof	20,358	20,358	0	—
Michael Hara Revocable Trust	44,608	26,608	18,000	*
The Michael G. Hara Children’s Gift Trust	26,608	26,608	0	—
David Olson	13,304	13,304	0	—
Harrison I. Steans, Trustee of Harrison I. Steans Self-Declaration of Revocable Trust (4)	1,131,963	377,763	754,200	4.13	%
Millennium Trust Company, LLC Cust. FBO: Thomas B. Hunter, IV, IRA #90F165017	5,322	5,322	0	—
Bruce W. Taylor Revocable Trust dated 4/10/84 (5)	80,573	32,573	48,000	*
Millennium Trust Company, LLC Custodian FBO: Julie K. Boyer IRA, a/c #90FI30011	2,661	2,661	0	—
Millennium Trust Company, LLC Cust. FBO: Kimberly A. Parks, IRA, #90BH62010	6,464	1,064	5,400	*
Millennium Trust Company, LLC Cust. FBO: Marion C. Zehner, IRA, #90F148013	1,384	1,384	0	—
TD Ameritrade Clearing Inc., Custodian FBO: Martin A. Jahn Rollover IRA	5,322	5,322	0	—
Templeton Associates Defined Benefit Plan	11,708	11,708	0	—


TD Ameritrade Clearing Inc., Custodian FBO: Alan L. Clark Rollover IRA #902-979420 (12)	20,443	2,443	18,000	*
Nancy Dusevic Clark, Custodian Zachary D. Clark UTMA IL (12)	814	814	0	—
Alan L. Clark, Custodian Peter L. Clark UTMA IL (12)	814	814	0	—
Randall T. Conte, IRA (6)	38,143	8,143	30,000	*
Millennium Trust Company, LLC Cust. FBO: Sally Fansler IRA (12)	4,072	4,072	0	—
TD Ameritrade Clearing Inc., Custodian FBO: Christopher J. Foltman Rollover IRA (12)	10,072	4,072	6,000	*
Lisa M. Gibbs Trust, Dated 11-13-06 (12)	4,072	4,072	0	—
Ronald M. Golden and Sheri L. Golden (12)	16,911	4,072	12,839	*
James L. Hamilton (12)	7,982	7,982	0	—
Mark A. Hoppe (7)	290,371	40,716	249,655	1.37	%
Millennium Trust Company, LLC Cust. FBO: David J. Ide Rollover IRA Acct. # 90F572011 (12)	20,993	10,993	10,000	—
Nancy Karasek and Edward A. Karasek (12)	9,063	1,384	7,679	*
Jeremiah J. Kelliher (12)	104,947	8,143	96,804	*
John J. Kolbus and Michelle Kolbus (12)	30,177	2,036	28,141	*
TD Ameritrade Clearing Inc., Custodian FBO: John J. Kolbus Rollover IRA (12)	28,436	2,036	26,400	*
Millennium Trust Company, LLC Cust. FBO: Paul W. Kogol Rollover IRA, a/c# 90FG68015 (12)	13,066	5,322	7,744	*
John J. Lynch, Jr. Declaration of Trust Dated 2/18/1982 (12)	81,432	81,432	0	—
TD Ameritrade Clearing Inc., Custodian FBO: Michael J. Morton Rollover IRA (8)	29,036	2,036	27,000	*
Clio C. Mulryne (12)	2,443	2,443	0	—
William A. Newman Revocable Trust Dated 12/10/01 - William A. Newman Trustee (12)	36,537	30,537	6,000	*
John O’Sullivan and Katherine O’Sullivan Living Trust (12)	13,072	4,072	9,000	*
John Parsinen (12)	5,156	2,661	2,495	*
Jacquelyn E. Parsinen (12)	2,661	2,661	0	—
Mark R. Ptacek and Patricia G. Ptacek (12)	27,426	6,515	20,911	*
Ptacek Irrevocable Trust, c/o Megan Mortensen, Trustee (12)	1,629	1,629	0	—
Jonathan Rothstein and Sandra Thebault-Rothstein (12)	11,583	4,072	7,511	*
Lawrence G. Ryan (9)	132,268	20,358	111,910	*
TD Ameritrade Clearing Inc., Custodian FBO: Thomas W. Ryan Rollover IRA (12)	34,072	4,072	30,000	*
TD Ameritrade Clearing Inc., Custodian FBO: Michael D. Smith Rollover IRA (12)	36,215	12,215	24,000	*
RBC Capital Markets Corporation Custodian FBO William A. Stapel IRA (12)	8,143	8,143	0	—
Patrick Stoltz and Megan Stoltz (12)	31,523	4,072	27,451	*
TD Ameritrade Clearing Inc., Custodian FBO: Patrick James Stoltz Rollover IRA (12)	35,606	2,036	33,570	*
Maria Tabrizi and Dominic Tabrizi (12)	19,774	2,036	17,738	*


Thomas C. Wallace and Kerri S. Wallace (12)	19,359	4,072	15,287	*
TD Ameritrade Clearing Inc., Custodian FBO: Linda Weber, IRA Acct. # 914903631 (12)	2,661	2,661	0	—
Terry M. Rozdolsky	103,216	53,216	50,000	—
Lanigan Holdings LLC	221,110	101,110	120,000	*
Irving Barr Living Trust, dated January 24, 2008	53,216	53,216	0	—
Aronberg Goldgehn Davis & Gramisa Retirement Plan & Trust f/b/o Ned S. Robertson	1,384	1,384	0	—
Joseph M. Rossi	12,822	5,322	7,500	*
Tinberg Asset Management LLC (10)	40,716	40,716	0	—
Border Plains, LLC	532,160	532,160	0	—
Millennium Trust Company, LLC Cust. FBO Peter D. Ziegler SEP IRA 90FG13011	13,304	13,304	0	—
Steven P. Kent and Ruth E. Kent (11)	26,608	26,608	0	—
Binker of Fifth Avenue LLC	13,304	13,304	0	—
First Matthew Partners, LP	13,304	13,304	0	—
Lifewise Family Financial Security Inc.	53,216	53,216	0	—
Richard M. Rieser Jr.	26,358	20,358	6,000	*
Stieven Financial Offshore Investment, Ltd.	35,761	11,761	24,000	*
Stieven Financial Investors, L.P.	69,671	69,671	0	—
Charles E. Brinley 2003 Trust	15,269	15,269	0	—
MTL Family Investments, LLC	53,216	53,216	0	—
William P. Lanigan 1999 Trust	31,930	31,930	0	—
Patricia Lanigan	10,643	10,643	0	—
Catherine Lanigan	10,643	10,643	0	—
Daniel P. Lanigan 1998 Trust	5,322	5,322	0	—
John J. Lanigan, Jr. 2000 Trust	53,216	53,216	0	—
PCB, LP (3)	282,346	181,186	101,160	*
Adeline S. Morrison, Trustee of the Adeline S. Morrison Trust	6,350	6,350	0	—
Harold M. and Adeline S. Morrison Family Foundation	18,750	18,750	0	—
Hunter Family Foundation	25,000	25,000	0	—
The Bauer Foundation	31,250	31,250	0	—
Dolores G. Gervase	625	625	0	—
Old Republic Financial Investors Inc.	250,000	250,000	0	—
Aguila Ltd.	50,000	50,000	0	—

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