1.	To elect the thirteen nominees for director named in this Proxy Statement to hold office until the 2015 Annual Meeting of Shareholders;

2.	To consider an advisory (non-binding) proposal approving the Company’s 2013 executive compensation as described in the Company’s accompanying Proxy Statement for the 2014 Annual Meeting of Shareholders;

3.	To ratify the appointment of Ernst & Young LLP to serve as the independent registered public accounting firm for 2014; 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 and voting by ballot;

•	signing, dating and mailing in your proxy card;

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

•	visiting proxy.ilstk.com and then following the instructions on the screen.

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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 Corporate Secretary by mail at 9700 West Higgins Road, 8th Floor, Rosemont, Illinois 60018.

•	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 2013 executive compensation as described in this Proxy Statement; and

•	FOR the ratification of the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2014.

•	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 2013 executive compensation as described in this Proxy Statement; and

•	FOR the ratification of the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2014.

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•	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 2013 executive compensation as described in this Proxy Statement.

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•	Annual election of Directors.

•	Independent Chairman of the Board.

•	Independent Board. Our Board is comprised of all independent Directors, except our CEO.

•	Majority vote standard for election of our Directors.

•	Independent Board committees. Each of our committees (other than the Executive Committee) is made up of independent Directors. Each standing committee operates under a written charter that has been approved by the Board.

•	Regular executive sessions of independent Directors. At each meeting of the Board and each of its Committees, the Directors meet without management present in regularly scheduled executive sessions of independent Directors.

•	Regular Board self-evaluation process. The Board and each committee evaluate its performance on an annual basis.

•	Service by the majority of our Directors on the boards of our subsidiary banks. We believe this dual service gives our Directors a robust view into our operations and performance.

•	Limitation on other outside board service. We limit our Directors to serve on no more than four other public company boards.

•	Retirement Age. We have a policy that we will not nominate a candidate for Director if he or she has attained the age of 76 before the election.

•	Robust code of ethics. Our corporate code of ethics applies to all of our employees, including our Directors and executive officers.

•	Robust role for the Board in risk oversight. Our Board and its committees play an active and ongoing role in the management of the risks of our business.

•	Stock ownership guidelines for Directors and executive officers. Our Directors and executive officers each must maintain a significant ownership of our Common Stock in order to increase alignment of their interests with those of our shareholders.

•	Prohibition on hedging and short selling. Our Directors and executive officers are prohibited from engaging in selling short our Common Stock or engaging in hedging or offsetting transactions regarding our Common Stock.

•	No shareholder rights plan (“poison pill”).

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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 personal circumstances;

•	reviewing the corporate governance guidelines and code of ethics 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;

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•	reviewing shareholder proposals submitted for business to be conducted at an annual meeting;

•	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.

•	the name and record address of the shareholder;

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

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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;

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•	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 this 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 Securities Exchange Act of 1934, as amended (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.

•	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.

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•	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.

•	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;

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•	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;

•	reviewing and approving the Company’s Risk Appetite Statement, Model Risk Management Governance Framework and validation of the results of the stress test models;

•	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 and approving capital policies including the Capital Plan, Capital Adequacy and Planning Policy and the Capital Contingency Plan;

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

•	reviewing and approving components of the DFAST process including stress test results and action plans to remediate gaps identified in the capital management process;

•	reviewing and approving any strategic initiatives to determine if they are in line with the Risk Appetite Statement;

•	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 – $137.2 million in 2013, a 23.4% increase over 2012;

•	loan growth (excluding covered loans and loans held for sale) of 9% to $12.9 billion, the highest reported level in the history of the Company;

•	purchase of two banks and the acquisition of certain assets and liabilities of a mortgage banking business;

•	improvement in the provision for credit losses of 40% from $76.4 million in 2012 to $46.0 million in 2013;

•	improvement in non-performing loans declining to $103.3 million in 2013 from $118.1 million in 2012;

•	increase in the number of banking offices to 124;

•	continued strong capital ratios; and

•	continued ability to attract talented personnel throughout the organization.

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•	Pay-for-performance. Our CEO has nearly 65% of his target total direct compensation tied to our performance while our other NEOs have over 50% of their total direct compensation tied to our performance.

•	Stretch performance goals. Our performance hurdles are designed to require stretch individual and organizational performance along with superior returns in order to receive target payout levels.

•	Capped payouts under incentive plans. Both our long-term and short-term bonus programs have maximum payout amounts in order to discourage excessive risk taking.

•	Robust stock ownership guidelines. NEOs are required to hold Common Stock with a value equal to a multiple of six times base salary for our CEO and between one and three times base salary for our other NEOs.

•	Prohibition on hedging and short selling. Our NEOs are prohibited from engaging in selling short our Common Stock or engaging in hedging or offsetting transactions regarding our Common Stock.

•	Prohibition on pledging securities. Our NEOs are prohibited from pledging our securities; except that pledges in existence as of January 1, 2013 may stay in effect so long as they are extinguished by January 1, 2015.

•	Limited perquisites for our executives. Perquisites are not a significant portion of our NEO’s compensation representing 2% or less of each NEO’s target total direct compensation.

•	Excessive or luxury expenditures. We adopted a policy designed to eliminate or prevent any excessive or luxury expenditures.

•	No dividends or dividend equivalents paid on performance-based stock awards prior to vesting.

•	Robust clawback policy. In the event of a material negative restatement caused by the intentional misconduct of an executive officer, we can claw back any payments made which were predicated on achieving certain financial results.

•	Independent compensation consultant. The Committee retains an independent compensation consultant to review the executive compensation programs and practices.

•	No payment on change in control without a “double trigger.” Payments under our employment agreements and our long term incentive plans generally require two events for vesting – both the change in control and a qualifying termination of employment.

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•	No repricing or exchange of underwater stock options. Our stock incentive plan does not permit repricing or exchange of underwater stock options without shareholder approval.

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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 with performance hurdles designed to require stretch individual and organizational performance; and

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

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(1)	The threshold payout opportunity pays 75% of target at threshold performance.

(2)	The high payout opportunity pays 125% of target at maximum performance.

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•	market practices;

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

•	the desire to provide, as described above, a substantial portion of total compensation as 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 101% 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; 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.

•	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).

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•	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;

•	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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•	CAGR in assets:         8.99%

•	ROAA:            0.72%

•	CAGR in TBV per share:    8.68%

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(1)	Actual shares received were as follows: Mr. Wehmer 1,022, Mr. Dykstra 623, Mr. Murphy 373, and Mr. Stoehr 249.

(2)	These values are exclusive of the values of the options also granted as part of the 2011-2013 LTIP awards which were previously disclosed and not subject to the performance conditions noted above.

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(1)	The amounts shown in these columns for 2013 include cash annual bonus awards made in 2014 with respect to 2013 performance.

(2)

The amounts shown in this column for 2013 represents performance-based stock awards granted under the Company’s LTIP. All awards were granted under the 2007 Plan. The 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 are reported based on the probable achievement of the performance-based vesting conditions. The grant date fair value of the awards represents the average of the high and low sale prices of the Common Stock on the date of grant, as reported by NASDAQ multiplied by the performance shares at target level.

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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, 2013.

(4)	Amounts in this column include the value of the following perquisites paid to the NEOs in 2013. Perquisites are valued at actual amounts paid for such perquisites other than corporate automobile usage for Mr. Wehmer, Mr. Dykstra, Mr. Murphy and Mr. Stoehr, which is based on incremental costs associated with automobiles owned by the Company.

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

(6)	These amounts represent the cash portion of the 2011-2013 LTIP payment made in 2014. Due to her August 2011 hire date, Ms. Pattis was not a participant in the 2011-2013 LTIP.

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(1)

The amounts in this column represent performance-based cash awards granted to the NEOs pursuant to the 2013 LTIP and granted under the 2007 Plan that will be earned at the end of the performance period ending December 31, 2015 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 granted to the NEOs pursuant to the 2013 LTIP and granted under the 2007 Plan that will be earned at the end of the performance period ending December 31, 2015 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 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.

(3)	The amounts in this column represent option awards granted to the NEOs pursuant to the 2013 LTIP and granted under the 2007 Plan. One-third of the 2013 LTIP stock option awards granted to each NEO will vest ratably over three years.

(4)

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-based restricted stock unit awards, are based on the probable outcome of the applicable performance conditions. See Notes 2 and 3 to the 2013 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:

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(2)	The following table provides information with respect to the vesting of each NEO’s outstanding of 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 multiplied by the number of restricted stock units that vested.

(1)

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, 2012 to December 30, 2013.

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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.

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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; 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 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’ 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 in 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 in 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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(1)	In the event of termination with cause, each NEO would only be entitled to earned but unpaid base salary through the termination date, accrued but unused vacation or paid leave, and reimbursement of miscellaneous company incurred expenses. For each NEO, this amount was zero as of December 31, 2013.

(2)

Upon termination due to death or disability, termination without cause, constructive termination, or qualifying termination following a change in 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 qualifying termination following a change in 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 a qualifying termination following a change in control, all outstanding stock options and time-vesting restricted stock awards immediately vest. In the event of death, permanent disability or retirement, the August 2011, January 2012 and January 2013 performance-based restricted stock unit awards will vest on a pro-rata basis based on performance over the full performance period. For this analysis, performance has been assumed at target for the 2012 and 2013 awards. For the 2011 performance-based restricted stock unit awards, the amount represents the actual payout, since the performance period was completed on December 31, 2013 and the performance achieved during the period was known. In the event of a qualifying termination following a change in control, the January 2012 and January 2013 2013 performance-based restricted stock unit awards will vest in full at target performance. The August 2011 2013 performance-based restricted stock unit award is shown at actual performance as the performance period ended on December 31, 2013.

(4)

In the event of death, permanent disability or retirement, the August 2011, January 2012 and January 2013 performance-based cash awards will be payable in a pro-rata portion based on actual performance over the full performance period. For this analysis, performance has been assumed at target for the 2012 and 2013 awards. For the 2011 performance-based cash awards, the amount represents the actual payout, since the performance period was completed on December 31, 2013 and the performance achieved during the period was known. In the event of a qualifying termination following a change in control, the January 2012 and January 2013 performance-based cash awards will vest in full at target performance. The August 2011 performance-based cash award is shown at actual performance as the performance period ended on December 31, 2013. In the event of a termination in connection with death, permanent disability, termination without cause or a change in control, Ms. Pattis is entitled to receive the vested percentage of the truncated award amount (i.e., target award amount multiplied by the performance multiple) of her August 2011 Cash Incentive and Retention Award. Based on EPS performance as determined on a fully-diluted basis for 2011-2013, there would be no payout of the vested percentage of the Cash Incentive and Retention Award upon a termination of employment as of December 31, 2013.

(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 in 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 in 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 in 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 non-employee 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.

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*	Less than 1%.

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**	Mr. Wehmer is also a named executive officer.

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

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

(3)	Shares vest at various dates during 2014 and 2015, and are subject to forfeiture until such time as they vest.

(4)

Based solely on information obtained from a Schedule 13G/A filed by T. Rowe Price Associates, Inc. (“Price Associates”) with the SEC on February 13, 2014 reporting beneficial ownership as of December 31, 2013. According to this report, Price Associates’ business address is 100 E. Pratt Street, Baltimore, Maryland 21202. Price Associates has informed the Company that these securities are owned by various institutional investors including T. Rowe Price Small Cap Value Fund, Inc. 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 Exchange Act, 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. Price Associates has sole voting power with respect to 2,052,900 of these share and sole dispositive power with respect to none of these shares.

(5)

Based solely on information obtained from a Schedule 13G/A filed by The Vanguard Group, Inc. (“Vanguard”) with the SEC on February 12, 2014 reporting beneficial ownership as of December 31, 2013. According to this report, Vanguard’s business address is 100 Vanguard Blvd., Malvern, Pennsylvania 19355. Vanguard has sole voting power with respect to 56,370 of these shares, sole dispositive power with respect to 2,336,051 shares and shared dispositive power with respect to 54,070 of these shares.

(6)

Based solely on information obtained from a Schedule 13G/A filed by BlackRock, Inc. with the SEC on February 1, 2014 reporting beneficial ownership as of December 31, 2013. According to this report, BlackRock, Inc.’s business address is 40 East 52nd Street, New York, New York 10022. BlackRock, Inc. has informed the Company that the following subsidiaries of BlackRock, Inc. hold shares of the security being reported: BlackRock Advisors (UK) Limited, BlackRock Advisors, LLC, BlackRock Asset Management Canada Limited, BlackRock Asset Management Ireland Limited, BlackRock Fund Advisors, BlackRock Fund Management Ireland Limited, BlackRock Institutional Trust Company, N.A., BlackRock International Limited, BlackRock Investment Management (Australia) Limited, BlackRock Investment Management (UK) Ltd, and BlackRock Investment Management, LLC. Blackrock, Inc. has sole voting power with respect to 3,645,409 of these shares and sole dispositive power with respect to 3,769,253 of these shares.

(7)

Based solely on information obtained from a Schedule 13G/A filed by Dimensional Fund Advisors LP (“Dimensional”) with the SEC on February 10, 2014 reporting beneficial ownership as of December 31, 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 Exchange Act, 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 3,093,260 of these shares and sole dispositive power with respect to 3,140,226 of these shares.

(8)

Based solely on information obtained from a Schedule 13G/A filed by Wellington Management Company, LLP (“Wellington”) with the SEC on February 14, 2014 reporting beneficial ownership as of December 31, 2013. According to this report, Wellington’s business address is 280 Congress Street, Boston, Massachusetts 02210. Wellington has shared voting power with respect to 2,332,840 of these shares and shared dispositive power with respect to 2,397,179 of these shares.

(9)

Based solely on information obtained from a Schedule 13G/A filed by Invesco Ltd. (“Invesco”) with the SEC on February 5, 2014 reporting beneficial ownership as of December 31, 2013. According to this report, Invesco’s business address is 1555 Peachtree Street NE; Atlanta, GA 30309. 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. Invesco has sole voting power with respect to 3,443,942 of these shares. Invesco has sole dispositive power with respect to 3,557,032 of these shares.

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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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•	14 issuances of Common Stock earned for services as a Director of the Company in accordance with the Director’s Deferred Fee and Stock Plan approved by the Shareholders and inadvertently not previously reported for Mr. Perry.

•	Nine issuances of dividends on Common Stock associated with a restricted stock unit award to each of Mr. Wehmer and Mr. Dykstra where the dividends were inadvertently not reported.

•	One grant of non-qualified stock options pursuant to an award under the Company’s Long-Term Incentive Program for Mr. Wehmer.

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

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