8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 27. 2011

WINTRUST FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Illinois
(State or other jurisdiction of
Incorporation) 0-21923
(Commission File Number) 36-3873352
(I.R.S. Employer Identification
No.)

727 North Bank Lane
Lake Forest, Illinois
(Address of principal executive
offices) 60045
(Zip Code)

Registrant’s telephone number, including area code (847) 615-4096

Not Applicable
(Former name or former address, if changed since last year)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

     The Board of Directors (the “Board”) of Wintrust Financial Corporation (the “Company”), based on the recommendation of the Compensation Committee (the “Committee”) of the Board, authorized the payment of cash bonus awards and grants of restricted stock to the Company’s executive officers for the year ended December 31, 2010. The Committee recommended awards based on its assessment of the Company’s and each executive’s performance measured against previously set financial and business objectives. The following table sets forth the awards to the executive officers of the Company who will be included as named executive officers in the Company’s proxy statement for the 2011 annual meeting of shareholders.

			Number of shares
Name	Cash bonus		of restricted stock
Edward J. Wehmer	$	520,000		18,797
David A. Dykstra	$	375,000		12,680
Richard B. Murphy	$	225,000		7,459
David L. Stoehr	$	135,000		1,491
Leona A. Gleason	$	125,000		1,491

Item 8.01. Other Events.

     On January 31, 2011, Edward J. Wehmer, President, Chief Executive Officer and Director, adopted a structured, pre-arranged stock trading plan to sell shares of stock in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, as well as the policies of Wintrust with respect to insider sales.

     The purpose of the plan is to provide Mr. Wehmer, who receives a substantial portion of his compensation in the form of equity awards and options, with the ability to exercise certain expiring stock options and sell the underlying common stock in an orderly manner and avoid concerns about the timing of those transactions.

     Mr. Wehmer’s trading plan covers the sale of up to 180,000 shares of Wintrust common stock upon the exercise of expiring stock options. The plan is expected to terminate no later than January 21, 2012.

Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits.

Exhibit No.	Description
99.1	Press Release dated January 31, 2011.

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Signature

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

WINTRUST FINANCIAL CORPORATION (Registrant)
By:	/s/ David A. Dysktra
	Name:	David A. Dykstra
	Title:	Senior Executive Vice President and Chief Operating Officer

Date: February 2, 2011

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Exhibit Index

Exhibit No.	Description
99.1	Press Release dated January 31, 2011.

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EX-99.1

Exhibit 99.1

Wintrust Executive Adopts 10b5-1 Plan

LAKE FOREST, Ill., Jan 31, 2011 — Wintrust Financial Corporation (“Wintrust”) (Nasdaq:WTFC) today announced that Edward J. Wehmer, its President and Chief Executive Officer, adopted a prearranged trading plan in accordance with guidelines specified by Rule 10b5-1 under the Securities and Exchange Act of 1934, as well as Wintrust’s policies with respect to insider sales.

Rule 10b5-1 allows officers and directors to adopt written, prearranged stock trading plans when they do not have material, non-public information. Once established, the officers do not retain or exercise any discretion over sales of stock under the plan and the pre-planned trades can be executed at later dates as set forth in the plan, without regard to any subsequent material non-public information that the director or officer may receive.

The purpose of the plan is to provide Mr. Wehmer, who receives a substantial portion of his compensation in the form of equity awards and options, with the ability to exercise certain expiring stock options and sell the underlying common stock in an orderly manner and avoid concerns about the timing of those transactions. Appropriate filings reporting the sales will be made with the Securities and Exchange Commission when the sales are completed under the trading plan.

Under his trading plan, Mr. Wehmer may sell up to 180,000 shares of Wintrust common stock upon exercise of expiring stock options.

WINTRUST SUBSIDIARIES AND LOCATIONS

Wintrust is a financial holding company whose common stock is traded on the Nasdaq Global Select Market (Nasdaq:WTFC). Its 15 community bank subsidiaries are: Lake Forest Bank & Trust Company, Hinsdale Bank & Trust Company, North Shore Community Bank & Trust Company in Wilmette, Libertyville Bank & Trust Company, Barrington Bank & Trust Company, Crystal Lake Bank & Trust Company, Northbrook Bank & Trust Company, Advantage National Bank in Elk Grove Village, Village Bank & Trust in Arlington Heights, Beverly Bank & Trust Company in Chicago, Wheaton Bank & Trust Company, State Bank of The Lakes in Antioch, Old Plank Trail Community Bank, N.A. in New Lenox, St. Charles Bank & Trust Company and Town Bank in Hartland, Wisconsin. The banks also operate facilities in Illinois in Algonquin, Bloomingdale, Buffalo Grove, Cary, Chicago, Clarendon Hills, Deerfield, Downers Grove, Frankfort, Geneva, Glencoe, Glen Ellyn, Gurnee, Grayslake, Highland Park, Highwood, Hoffman Estates, Island Lake, Lake Bluff, Lake Villa, Lincoln Park, Lindenhurst, McHenry, Mokena, Mount Prospect, Mundelein, Naperville, North Chicago, Northfield, Palatine, Prospect Heights, Ravenswood, Ravinia, Riverside, Roselle, Sauganash, Skokie, Spring Grove, Vernon Hills, Wauconda, Western Springs, Willowbrook and Winnetka, and in Delafield, Elm Grove, Madison, Wales, Wisconsin.

Additionally, the Company operates various non-bank subsidiaries. First Insurance Funding Corporation, one of the largest insurance premium finance companies operating in the United States, serves commercial and life insurance loan customers throughout the country. Tricom, Inc. of Milwaukee provides high-yielding, short-term accounts receivable financing and value-added

out-sourced administrative services, such as data processing of payrolls, billing and cash management services, to temporary staffing service clients located throughout the United States. Wintrust Mortgage Corporation engages primarily in the origination and purchase of residential mortgages for sale into the secondary market through origination offices located throughout the United States. Loans are also originated nationwide through relationships with wholesale and correspondent offices. Wayne Hummer Investments, LLC is a broker-dealer providing a full range of private client and brokerage services to clients and correspondent banks located primarily in the Midwest. Wintrust Capital Management provides money management services and advisory services to individual accounts. Advanced Investment Partners, LLC is an investment management firm specializing in the active management of domestic equity investment strategies. The Chicago Trust Company, a trust subsidiary, allows Wintrust to service customers’ trust and investment needs at each banking location. Wintrust Information Technology Services Company provides information technology support, item capture and statement preparation services to the Wintrust subsidiaries.

FORWARD-LOOKING STATEMENTS

This document contains forward-looking statements within the meaning of federal securities laws. Forward-looking information can be identified through the use of words such as “intend,” “plan,” “project,” “expect,” “anticipate,” “believe,” “estimate,” “contemplate,” “possible,” “point,” “will,” “may,” “should,” “would” and “could.” Forward-looking statements and information are not historical facts, are premised on many factors and assumptions, and represent only management’s expectations, estimates and projections regarding future events. Similarly, these statements are not guarantees of future performance and involve certain risks and uncertainties that are difficult to predict, which may include, but are not limited to, those listed below and the Risk Factors discussed under Item 1A of the Company’s 2009 Annual Report on Form 10-K and in any of the Company’s subsequent SEC filings. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and is including this statement for purposes of invoking these safe harbor provisions. Such forward-looking statements may be deemed to include, among other things, statements relating to the Company’s future financial performance, the performance of its loan portfolio, the expected amount of future credit reserves and charge-offs, delinquency trends, growth plans, regulatory developments, securities that the Company may offer from time to time, and management’s long-term performance goals, as well as statements relating to the anticipated effects on financial condition and results of operations from expected developments or events, the Company’s business and growth strategies, including future acquisitions of banks, specialty finance or wealth management businesses, internal growth and plans to form additional de novo banks or branch offices. Actual results could differ materially from those addressed in the forward-looking statements as a result of numerous factors, including the following:

• negative economic conditions that adversely affect the economy, housing prices, the job market and other factors that may affect the Company’s liquidity and the performance of its loan portfolios, particularly in the markets in which it operates;

• the extent of defaults and losses on the Company’s loan portfolio, which may require further increases in its allowance for credit losses;

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• estimates of fair value of certain of the Company’s assets and liabilities, which could change in value significantly from period to period;

• changes in the level and volatility of interest rates, the capital markets and other market indices that may affect, among other things, the Company’s liquidity and the value of its assets and liabilities;

• a decrease in the Company’s regulatory capital ratios, including as a result of further declines in the value of its loan portfolios, or otherwise;

• effects resulting from the Company’s prior participation in the Capital Purchase Program;

• increased costs of compliance, heightened regulatory capital requirements and other risks associated with changes in regulation and the current regulatory environment, including the requirements of the Basel II and III capital regimes and the Dodd-Frank Wall Street Reform and Consumer Protection Act;

• legislative or regulatory changes, particularly changes in regulation of financial services companies and/or the products and services offered by financial services companies;

• increases in the Company’s FDIC insurance premiums, or the collection of special assessments by the FDIC;

• competitive pressures in the financial services business which may affect the pricing of the Company’s loan and deposit products as well as its services (including wealth management services);

• delinquencies or fraud with respect to the Company’s premium finance business;

• the Company’s ability to comply with covenants under its securitization facility and credit facility;

• credit downgrades among commercial and life insurance providers that could negatively affect the value of collateral securing the Company’s premium finance loans;

• any negative perception of the Company’s reputation or financial strength;

• the loss of customers as a result of technological changes allowing consumers to complete their financial transactions without the use of a bank;

• the ability of the Company to attract and retain senior management experienced in the banking and financial services industries;

• failure to identify and complete favorable acquisitions in the future, or unexpected difficulties or developments related to the integration of recent or future acquisitions, including with respect to any FDIC-assisted acquisitions;

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• unexpected difficulties or unanticipated developments related to the Company’s strategy of de novo bank formations and openings, which typically require over 13 months of operations before becoming profitable due to the impact of organizational and overhead expenses, the startup phase of generating deposits and the time lag typically involved in redeploying deposits into attractively priced loans and other higher yielding earning assets;

• changes in accounting standards, rules and interpretations and the impact on the Corporation’s financial statements;

• significant litigation involving the Company; and

• the ability of the Company to receive dividends from its subsidiaries.

Therefore, there can be no assurances that future actual results will correspond to these forward-looking statements. The reader is cautioned not to place undue reliance on any forward-looking statement made by or on behalf of Wintrust. Any such statement speaks only as of the date the statement was made or as of such date that may be referenced within the statement. The Company undertakes no obligation to release revisions to these forward-looking statements or reflect events or circumstances after the date of this press release. Persons are advised, however, to consult further disclosures management makes on related subjects in its reports filed with the Securities and Exchange Commission and in its press releases.

CONTACT:

Edward J. Wehmer, President & Chief Executive Officer
David A. Dykstra, Senior Executive Vice President & Chief Operating Officer
(847) 615-4096
Website address: www.wintrust.com

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