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): July 25, 2007

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 1.01. Entry into a Material Definitive Agreement.

     On July 25, 2007, the Compensation Committee (the “Committee”) of the Board of Directors of Wintrust Financial Corporation (the “Company”) approved: (i) an increase of $60,000 in the annual base salary paid to Richard B. Murphy, the Company’s Executive Vice President and Chief Credit Officer, resulting in an annualized base salary to Mr. Murphy of $350,000 and (ii) the grant to Mr. Murphy of 25,000 shares of the Company’s restricted stock, with a value of $978,000 based upon the average of the high and low sales price of the Company’s common stock as reported on NASDAQ on July 25, 2007. The restricted stock grant to Mr. Murphy was made pursuant to, and with terms consistent with, the Company’s 2007 Stock Incentive Plan and vests ratably on each of the first five anniversaries of the original award. Also on July 25, 2007, the Committee approved a special cash award to Hollis W. Rademacher, one of the Company’s directors, of $70,000. The Committee approved the cash award to Mr. Rademacher and the salary increase and restricted stock grant to Mr. Murphy in recognition of their extraordinary efforts in maintaining credit quality in a difficult environment.

Item 8.01. Other Events.

     On July 26, 2007, the Company issued a press release announcing that its Board of Directors has declared a semi-annual cash dividend of $0.16 per share of its outstanding common stock. This cash dividend is payable on August 23, 2007 to shareholders of record as of August 9, 2007. The press release announcing the semi-annual dividend is attached hereto as Exhibit No. 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit

99.1     Dividend Press Release dated July 26, 2007.

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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. Dykstra
	David A. Dykstra
	Senior Executive Vice President and Chief Operating Officer

Date: July 30, 2007

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EX-99.1

Wintrust Financial Corporation

727 North Bank Lane, Lake Forest, Illinois 60045

News Release

FOR IMMEDIATE RELEASE July 26, 2007

FOR MORE INFORMATION 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

Wintrust Financial Corporation Declares Semi-Annual Dividend

     LAKE FOREST, ILLINOIS — Wintrust Financial Corporation (“Wintrust” or the “Company”) (Nasdaq: WTFC) today announced that the Company’s Board of Directors approved a semi-annual cash dividend of $0.16 per share of outstanding common stock. The dividend is payable on August 23, 2007 to shareholders of record as of August 9, 2007. This cash dividend, on an annualized basis, represents a 14.3% increase over the per share common stock dividends paid during 2006.

ABOUT WINTRUST

Wintrust is a financial holding company headquartered in Lake Forest, Illinois, with total assets of $9.3 billion at June 30, 2007. Wintrust currently operates 15 community banks located in the greater Chicago and Milwaukee metropolitan areas that provide community-oriented, personal and commercial banking services primarily to individuals and small to mid-size business through 78 banking facilities. Each of Wintrust’s banks provides a full complement of commercial and consumer loan and deposit products and services. Wintrust provides wealth management services, including trust, asset management and brokerage services, to customers primarily located in the Midwest, as well as to customers of the Company’s banks. Wintrust also originates and purchases residential mortgage loans, many of which are sold into the secondary market. In addition, Wintrust is involved in specialty lending through operating subsidiaries and divisions of certain of the Company’s banks. Wintrust’s specialty lending niches include commercial insurance premium finance, accounts receivable financing and administrative services to the temporary staffing industry and indirect auto lending in which Wintrust purchases loans through Chicago-area automobile dealerships.

FORWARD-LOOKING STATEMENTS

This document contains forward-looking statements within the meaning of federal securities laws. Forward-looking information in this document can be identified through the use of words such as “may,” “will,” “intend,” “plan,” “project,” “expect,” “anticipate,” “should,” “would,” “believe,” “estimate,” “contemplate,” “possible,” and “point.” The forward-looking information is premised on many factors, some of which are outlined below. 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 projected growth, anticipated improvements in earnings, earnings per share and other financial performance measures, and management’s long-term performance goals, as well as statements relating to the anticipated effects on financial results of condition from expected developments or events, the Company’s business and growth strategies, including anticipated internal growth, plans to form additional de novo banks and to open new branch offices, and to pursue additional potential development or acquisitions of banks, wealth management entities or specialty finance businesses. Actual results could differ materially from those addressed in the forward-looking statements as a result of numerous factors, including the following:

• 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).

• Changes in the interest rate environment, which may influence, among other things, the growth of loans and deposits, the quality of the Company’s loan portfolio, the pricing of loans and deposits and interest income.

• The extent of defaults and losses on our loan portfolio.

• Unexpected difficulties or unanticipated developments related to the Company’s strategy of de novo bank formations and openings. De novo banks typically require 13 to 24 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.

• The unique collection and delinquency risks associated with premium finance receivables.

• Failure to identify and complete acquisitions in the future or unexpected difficulties or unanticipated developments related to the integration of acquired entities with the Company.

• Legislative or regulatory changes or actions, or significant litigation involving the Company.

• Changes in general economic conditions in the markets in which the Company operates.

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

• 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.

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.

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