Item 8.01. Other Events.

In connection with a review of its executive compensation practices, the Compensation Committee of the Board of Directors of Wintrust Financial Corporation (the "Company") adopted a policy that the Company will not enter into any new or materially amended agreements with named executive officers that include any excise tax gross-up provisions with respect to payments contingent upon a change in control. In addition, the Committee affirmed that (i) the 2008 grant to the CEO under the Company's Cash Incentive Retirement Plan was a one-time, transitional award designed to compensate the CEO during the Company's restructuring of its compensation policies to focus on pay-for-performance and
(ii) under the Company's compensation program going forward, it is not the Company's policy or practice to grant long term compensation awards which are guaranteed or are not linked to performance other than where extenuating circumstances exist.

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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: May 20, 2009