10-Q

SECURITIES AND EXCHANGE COMMISSION
FORM 10-Q
Washington, D.C. 20549


(Mark One)

[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarter ended  September 30, 2000 or

[  ]    Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from _________________ to _____________________

Commission File Number 0-10967
____________________________________________________________________________________________

FIRST MIDWEST BANCORP, INC. (Exact name of Registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization)	36-3161078 (IRS Employer Identification No.)
300 Park Blvd., Suite 405, P.O. Box 459 Itasca, Illinois 60143-9768 (Address of principal executive offices) (zip code) (630) 875-7450 (Registrant's telephone number, including area code) Common Stock, $.01 Par Value Preferred Share Purchase Rights Securities Registered Pursuant to Section 12(g) of the Act
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ].
As of November 13, 2000, 40,919,871 shares of the Registrant's $.01 par value common stock were outstanding, excluding treasury shares.
Exhibit Index is located on page 20.

FIRST MIDWEST BANCORP, INC.
FORM 10-Q
TABLE OF CONTENTS
		Page
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
	Consolidated Statements of Condition		3
	Consolidated Statements of Income		4
	Consolidated Statements of Cash Flows		5
	Notes to Consolidated Financial Statements		6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			10
Part II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K			19

PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS FIRST MIDWEST BANCORP, INC. CONSOLIDATED STATEMENTS OF CONDITION (Amounts in thousands)
				September 30, 2000		December 31, 1999
				(Unaudited)
Assets
	Cash and due from banks			$	163,392	$	155,407
	Federal funds sold and other short-term investments				10,077	1,566
	Mortgages held for sale				4,166	12,215
	Securities available for sale, at market value				2,127,425	2,033,247
	Securities held to maturity, at amortized cost				43,063	43,543
	Loans, net of unearned discount				3,298,646	2,962,487
	Reserve for loan loss				(45,049)	(42,645)
		Net loans			3,253,597	2,919,842
	Premises, furniture and equipment				80,989	80,408
	Accrued interest receivable				53,043	43,181
	Investment in corporate owned life insurance				114,714	105,343
	Other assets				114,072	116,836
		Total assets		$	5,964,538	$		5,511,588
Liabilities
	Demand deposits			$	676,333	$	663,306
	Savings deposits				448,144	479,618
	NOW accounts				476,971	451,269
	Money market deposits				515,256	465,354
	Time deposits				2,103,531	1,941,636
		Total deposits			4,220,235	4,001,183
	Borrowed funds				1,259,205	1,077,732
	Accrued interest payable				28,899	21,722
	Other liabilities				37,998	41,690
		Total liabilities			5,546,337	5,142,327
Stockholders' equity
	Preferred stock, no par value; 1,000 shares authorized, none issued				-	-
	Common stock, $.01 par value; 60,000 shares authorized; 45,548 shares issued:
			September 30, 2000 - 40,951 shares outstanding
			December 31, 1999 - 41,113 shares outstanding		455	455
	Additional paid-in capital				80,944	81,845
	Retained earnings				476,626	442,711
	Accumulated other comprehensive income				(29,041)	(49,072)
	Treasury stock, at cost: September 30, 2000 - 4,597 shares
			December 31, 1999 - 4,435 share		(110,783)	(106,678)
			Total stockholders' equity		418,201	369,261
			Total liabilities and stockholders' equity	$	5,964,538	$	5,511,588

See notes to consolidated financial statements.

FIRST MIDWEST BANCORP, INC. CONSOLIDATED STATEMENTS OF INCOME (Amounts in thousands, except per share data) (Unaudited)
		Quarters Ended September 30,						Nine Months Ended September 30,
		2000			1999			2000				1999
Interest Income
Loans		$	72,143		$	59,158		$	205,571			$	172,101
Securities available for sale		35,351			30,558			104,244				88,815
Securities held to maturity		725			739			2,134				2,150
Funds sold and other short-term investments		853			1,340			1,313				3,360
	Total interest income	109,072			91,795			313,262				266,426
Interest Expense
Deposits			41,158		32,273			112,198				95,508
Borrowed funds			20,886		11,062			57,444				26,044
	Total interest expense		62,044		43,335			169,642				121,552
	Net interest income		47,028		48,460			143,620				144,874
Provision for loan losses			2,625		1,784			7,099				4,276
	Net interest income after provision for loan losses		44,403		46,676			136,521				140,598
Noninterest Income
Service charges on deposit accounts			5,495		4,904			15,980				13,550
Trust and investment management fees income			2,677		2,476			7,835				7,526
Other service charges, commissions, and fees			3,979		3,513			11,761				8,787
Mortgage banking revenues			(12)		891			394				4,670
Corporate owned life insurance income			1,494		1,323			4,371				3,875
Security gains (losses), net			1,111		(371)			1,054				(304)
Other income			1,519		1,604			5,135				4,990
	Total noninterest income		16,263		14,340			46,530				43,094
Noninterest Expense
Salaries and wages			14,422		15,896			45,525				47,888
Retirement and other employee benefits			3,897		3,805			11,926				11,371
Occupancy expense of premises			3,411		3,255			10,177				10,141
Equipment expense			2,084		2,148			6,041				6,429
Technology and related costs			2,581		2,490			8,297				7,235
Advertising and promotions			1,043		1,004			3,143				3,134
Professional services			1,736		2,443			5,608				6,496
Other expenses			5,862		6,168			18,652				19,772
	Total noninterest expense		35,036		37,209			109,369				112,466
Income before income tax expense			25,630		23,807			73,682				71,226
Income tax expense			6,228		5,805			17,577				18,448
	Net income	$	19,402		$	18,002		$	56,105			$	52,778
Per Share Data
	Basic earnings per share	$		0.47	$		0.43	$		1.36		$		1.24
	Diluted earnings per share	$		0.47	$		0.43	$		1.36		$		1.23
	Cash dividends per share	$		0.18	$		0.16	$		0.54	$	$		0.48
	Weighted average shares outstanding		41,057		41,760			41,103				42,487
	Weighted average diluted shares outstanding		41,313		42,081			41,338				42,813
See notes to consolidated financial statements.

FIRST MIDWEST BANCORP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Amounts in thousands) (Unaudited)
				Nine Months Ended September 30,
				2000		1999
Operating Activities
Net income				$	56,105	$	52,778
Adjustments to reconcile net income to net cash provided by operating activities:
	Provision for loan losses			7,099		4,276
	Depreciation and amortization of premises, furniture, and equipment			6,630		6,710
	Net (accretion) amortization of (discount) premium on securities			(2,399)		1,368
	Net (gains) losses on sales of securities			(1,054)		304
	Net (gains) on sales of other real estate owned			(371)		(243)
	Net (gains) on sales of premises, furniture, and equipment			(43)		(454)
	Net loss on sale of mortgage servicing rights			222		-
	Net (increase) in deferred income taxes			(3,611)		(2,954)
	Net amortization of goodwill and other intangibles			2,412		2,341
	Changes in operating assets and liabilities:
		Originations and purchases of mortgage loans held for sale		(75,278)		(338,305)
		Proceeds from sales of mortgage loans held for sale		83,327		385,245
		Net (increase) in accrued interest receivable		(9,862)		(7,774)
		Net (increase) decrease in other assets		(30,183)		10,038
		Purchases of corporate owned life insurance		(9,371)		(3,875)
		Net increase in accrued interest payable		7,177		2,043
		Net (decrease) in other liabilities		(3,665)		(621)
			Net cash provided by operating activities	27,135		110,877
Investing Activities
Securities available for sale:
	Proceeds from maturities, repayments, and calls			166,563		407,618
	Proceeds from sales			183,391		363,664
	Purchases			(407,846)		(922,447)
Securities held to maturity:
	Proceeds from maturities, repayments, and calls			8,877		4,971
	Purchases			(8,393)		(5,105)
Loans made to customers, net of principal collected				(344,322)		(213,468)
Proceeds from sales of other real estate owned				2,529		4,150
Proceeds from sales of premises, furniture, and equipment				737		874
Purchases of premises, furniture, and equipment				(7,975)		(7,967)
Proceeds from sale of mortgage servicing rights				22,564		-
			Net cash (used) by investing activities	(383,875)		(367,710)
Financing Activities
Net increase (decrease) in deposit accounts				219,052		(28,220)
Net increase in borrowed funds				181,473		384,296
Purchase of treasury stock				(6,494)		(61,318)
Issuance of treasury stock to benefit plans				(267)		(131)
Cash dividends paid				(22,217)		(20,419)
Exercise of stock options				1,689		1,423
			Net cash provided by financing activities	373,236		275,631
			Net increase in cash and cash equivalents	16,496		18,798
			Cash and cash equivalents at beginning of period	156,973		156,536
			Cash and cash equivalents at end of period	$	173,469	$	175,334
See notes to consolidated financial statements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands, except per share data)

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited interim consolidated financial statements of First Midwest Bancorp, Inc. ("First Midwest" or the "Company") have been prepared in accordance with generally accepted accounting principles and with the rules and regulations of the Securities and Exchange Commission for interim financial reporting. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of Management, all normal and recurring adjustments which are necessary to fairly present the results for the interim periods presented have been included. The preparation of financial statements requires Management to make estimates and assumptions that affect the recorded amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates. In addition, certain reclassifications have been made to the 1999 data to conform to the 2000 presentation. For further information with respect to significant accounting policies followed by First Midwest in the preparation of its consolidated financial statements, refer to First Midwest's Annual Report on Form 10-K for the year ended December 31, 1999.

Disclosures about Segments of an Enterprise and Related Information

Operating segments are components of a business about which separate financial information is available and that are evaluated regularly by the chief operating decision maker in deciding how to allocate resources and assess performance. Public companies are required to report certain financial information about operating segments in interim and annual financial statements. First Midwest's chief operating decision maker evaluates the operations of the Company as one operating segment, commercial banking, due to the materiality of the commercial banking operation to the Company's financial condition and results of operations taken as a whole, and, as a result, separate segment disclosures are not required. First Midwest offers the following products and services to external customers: deposits, loans, mortgage banking related services and trust services. Revenues related to each of these products and services are disclosed separately in the Consolidated Statements of Income.

Accounting for Derivative Instruments and Hedging Activities

In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement No. 133 "Accounting for Derivative Instruments and Hedging Activities", as amended by FASB No. 138. The Statement establishes accounting and reporting standards requiring that derivative instruments (including certain derivative instruments embedded in other contracts) be recorded on the balance sheet as either assets or liabilities measured at fair value. FASB No. 133 requires that changes in the fair value of derivative instruments be recognized currently in earnings unless specific hedge accounting criteria are met. Special accounting for qualifying hedges allows a derivative's gains and losses to offset related changes in value of the hedged item and requires that a company document, designate, and assess the effectiveness of transactions that qualify for hedge accounting. The effective date for FASB No. 133 was delayed by one year pursuant to the issuance of Statement No. 137 "Accounting for Derivative Instruments and Hedging Activities - Deferral of the Effective Date of FASB Statement 133". The revised effective date for FASB No. 133 is for fiscal years beginning after June 15, 2000. FASB No. 133 cannot be applied retroactively; it must be applied to (a) derivative instruments and (b) certain derivative instruments embedded in hybrid contracts that were issued, acquired, or substantively modified after December 31, 1997 (and, at the company's election, before January 1, 1998). Based upon its evaluation to date, First Midwest anticipates that the adoption of FASB No. 133 on January 1, 2001 will not have a material impact on the consolidated financial statements.

2.  SECURITIES

The aggregate amortized cost, gross unrealized gains and losses, and market value of securities were as follows:

		September 30, 2000											December 31, 1999
				Gross Unrealized											Gross Unrealized
		Amortized Cost		Gains		Losses				Market Value			Amortized Cost		Gains				Losses					Market Value
Available for Sale
U.S. Treasury securities		$	747	$	-	$		(2)		$		745	$	2,136	$		1		$			(5)		$	2,132
U.S. Agency securities		627,344		238		(4,596)				622,986			644,151		309				(7,542)					636,918
Mortgage-backed securities		995,832		1,095		(27,419)				969,508			943,949		611				(40,038)					904,522
State and municipal securities		485,380		3,123		(17,495)				471,008			488,793		1,150				(31,676)					458,267
Other securities		65,731		1,334		(3,887)				63,178			34,664		23				(3,279)					31,408
	Total	$	2,175,034	$	5,790		(53,399)			$	2,127,425		$	2,113,693	$			2,094		$			(82,540)	$	2,033,247
Held to Maturity
U.S. Treasury securities		$	1,720	$	-	$			-	$		1,720	$	1,120	$	-				$	-			$	1,120
U.S. Agency securities		75		-		-				75			401		-					-				401
State and municipal securities		19,378		757		(13)				20,122			20,619		729					(28)				21,320
Other securities		21,890		-		-				21,890			21,403		-					-				21,403
	Total	$	43,063	$	757	$		(13)		$		43,807	$	43,543	$	729				$	(28)			$	44,244

For additional details of the securities available for sale portfolio and the related impact of unrealized gains/(losses) thereon, see Note 6 to the interim consolidated financial statements on page 9.

3.  LOANS

The major classifications of loans are as follows:

	September 30,		December 31,
	2000		1999
Commercial, industrial and agricultural	$	891,856	$	837,352
Real estate - commercial	913,814		834,852
Real estate - construction	280,196		189,018
Real estate - 1 - 4 family	258,800		253,268
Consumer	953,980		847,997
Loans, net of unearned discount	$	3,298,646	$	2,962,487

4. RESERVE FOR LOAN LOSSES/IMPAIRED LOANS

A summary of the transactions in the reserve for loan losses and details regarding impaired loans for the quarters and nine months ended September 30, 2000 and 1999 are summarized below:

			Quarters Ended September 30,					Nine Months Ended September 30,
			2000			1999		2000		1999
Balance at beginning of period			$		44,112	$	42,615	$	42,645	$	43,290
	Provision for loan losses		2,625			1,784		7,099		4,276
	Loans charged-off		(2,224)			(2,467)		(6,630)		(6,950)
	Recoveries of loans previously charged-off		536			666		1,935		1,982
		Net loan (charge-offs)	(1,688)			(1,801)		(4,695)		(4,968)
Balance at end of period			$	45,049		$	42,598	$	45,049	$	42,598
Impaired Loans:
	Requiring valuation reserve (1)							$	74	$	348
	Not requiring valuation reserve							15,691		16,859
		Total impaired loans						$	15,765	$	17,207
Valuation reserve related to impaired loans								$	74	$	333
Average impaired loans								$	15,199	$	14,921

(1) These impaired loans require a valuation reserve allocation because the value of the loans is less than the recorded investments in the loans.

5. EARNINGS PER COMMON SHARE

The following table sets forth the computation of basic and diluted earnings per share for the quarters and nine months ended September 30, 2000 and 1999:

		Quarters Ended September 30,					Nine Months Ended September 30,
		2000			1999		2000		1999
Basic Earnings Per Share:
	Net income	$	19,402		$	18,002	$	56,105	$	52,778
	Average common shares outstanding	41,057			41,760		41,103		42,487
	Basic earnings per share	$	0.47		$	0.43	$	1.36	$	1.24
Diluted Earnings Per Share:
	Net income	$	19,402		$	18,002	$	56,105	$	52,778
	Average common shares outstanding	41,057			41,760		41,103		42,487
	Dilutive effect of stock options	256			321		235		326
	Diluted average common shares outstanding	41,313			42,081		41,338		42,813
	Diluted earnings per share	$		0.47	$	0.43	$	1.36	$	1.23

6. COMPREHENSIVE INCOME

The components of comprehensive income, net of related taxes, for the quarters and nine months ended September 30, 2000 are as follows:

				Quarters Ended September 30,						Nine Months Ended September 30,
				2000				1999		2000		1999
Net Income				$			19,402	$	18,002	$	56,105	$		52,778
Unrealized gains (losses) on securities available
	For sale, net of reclassification adjustment			14,334				(14,058)		20,031		(49,115)
		Comprehensive income		$		33,736		$	3,944	$	76,136	$		3,663
Disclosure of Reclassification Amount:
Unrealized holding gains (losses) on securities
	Available for sale arising during the period		. . .	$	15,012			$	(14,284)	$	20,702	$		(49,300)
Less: Reclassification adjustment for net
	Gains (losses) realized during the period			678				(226)		671		(185)
	Net unrealized gains (losses) on
		securities available for sale		$			14,334	$	(14,058)	$	20,031	$		(49,115)
The change in accumulated other comprehensive (loss) from December 31, 1999 is provided below:
Balance as of December 31, 1999.												$	(49,072)
Year-to-date unrealized gains on securities available for sale, net of tax													20,031
Balance as of September 30, 2000												$	(29,041)

For additional details of the securities available for sale portfolio and the related impact of unrealized gains/(losses) thereon, see Note 2 to the interim consolidated financial statements on page 7.

7. SUPPLEMENTARY CASH FLOW INFORMATION

Supplemental disclosures to the consolidated statements of cash flows for the nine months ended September 30, 2000 and 1999 are as follows:

	2000		1999
Income taxes paid	$	24,059	$	17,168
Interest paid to depositors and creditors	162,465		119,509
Noncash transfers of loans to foreclosed real estate	3,468		4,421
Dividends declared but unpaid	7,382		6,775

8. CONTINGENT LIABILITIES AND OTHER MATTERS

There are certain legal proceedings pending against First Midwest and its Subsidiaries in the ordinary course of business at September 30, 2000. In assessing these proceedings, including the advice of counsel, First Midwest believes that liabilities arising from these proceedings, if any, would not have a material adverse effect on the consolidated financial condition of First Midwest.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
 CONDITION AND RESULTS OF OPERATIONS

The discussion presented below provides an analysis of First Midwest's results of operations and financial condition for the quarter and nine months ended September 30, 2000 as compared to the same periods in 1999. Management's discussion and analysis should be read in conjunction with the consolidated financial statements and accompanying notes presented elsewhere in this report as well as First Midwest's 1999 Annual Report on Form 10-K. Results of operations for the quarter and nine months ended September 30, 2000 are not necessarily indicative of results to be expected for the full year of 2000.  Unless otherwise stated, all earnings per share data included in this section and throughout the remainder of this discussion are presented on a diluted basis. All financial information is presented in thousands, except per share data.

Summary of Performance

Net income for the quarter ended September 30, 2000 increased to $19,402, or $.47 per share, as compared to 1999's like quarter of $18,002, or $.43 per share, representing an increase of 9.3% on a per share basis. Performance for the current quarter resulted in annualized returns on average stockholders' equity and assets of 19.1% and 1.30%, respectively, as compared to returns of 18.3% and 1.33% for the like quarter of 1999.

For the first nine months of 2000, net income increased to $56,105, or $1.36 per share, as compared to 1999's $52,778, or $1.23 per share, representing an increase of 10.6% on a per share basis. Performance for the first nine months of 2000 resulted in annualized returns on average stockholders' equity and assets of 19.51% and 1.30%, respectively, as compared to returns of 16.77% and 1.35% for the like period of 1999.

Net interest income for the third quarter of 2000 declined 3% from last year's like quarter. This decline occurred despite continued loan growth across all categories resulting in total loans at September 30, 2000 standing at 15% above levels existent a year earlier.

The provision for loan losses of $2,625 recorded during third quarter 2000 exceeded net charge-offs experienced during the quarter by $937 and at the same time exceeded the provision recorded for the like quarter of 1999 by $841. For the nine months of 2000, provisions for loan losses exceeded net charge-offs by $2,404 and exceeded the provisions recorded for the 1999 period by $2,823. Provisioning for the current quarter and nine-months was made to maintain the reserve for loan losses at a level consistent with the loan growth experienced, even as credit quality remained stable and net charge-offs declined (as discussed below).

Total noninterest income for the quarter grew 13.4% over last year's third quarter with the three major categories of service charges and fees growing 11.5%. Mortgage banking revenues decreased by $903 incident to the realignment of residential mortgage banking activities earlier in 2000. Net security gains of $1,111 were realized during the quarter related in part to the restructuring of certain positions within the securities available for sale portfolio.

Noninterest expenses for the current quarter declined 5.8% versus last year's third quarter, following a decline of 1.5% in the second quarter of 2000 versus 1999's like quarter. The reduction in noninterest expenses for the quarter is related primarily to the mortgage banking activities realignment completed in the second quarter of 2000 which saw the elimination of approximately 100 full time equivalent employee positions. This reduction was offset in part by a contribution of $259 to First Midwest's self-insured healthcare fund required by extraordinary claims experienced during the third quarter 2000.

Credit quality at September 30, 2000 remained stable with nonperforming loans to total loans remaining constant at .62% throughout the first nine months of 2000 as compared to .68% for the same period in 1999. Reflective in part of the loan loss provisioning described above, at September 30, 2000 the coverage ratio of the reserve for loan losses to nonperforming loans was 222% up from 210 % at year-end 1999. At .21% for the current quarter and .20% on a 2000 year-to-date basis, net charge-offs to average loans continued to compare favorably with 1999's comparable levels of .26% and .23%, respectively. At September 30, 2000 First Midwest had no shared national credit nor leasing portfolio exposures.

Strategic Realignment of Mortgage Banking Activities

As reported in the 1999 Annual Report on Form 10-K and the June 30, 2000 Report on Form 10-Q, First Midwest has implemented certain strategic changes in its mortgage banking activities to ensure satisfaction of customer needs and to enhance revenue predictability. The changes included the discontinuation of operations of its mortgage banking subsidiary, First Midwest Mortgage Corporation ("FMMC"), the sale of FMMC's $1.8 billion mortgage loan servicing portfolio, the disposition of certain related assets and the transfer of all mortgage origination activities to First Midwest Bank. In conjunction with this realignment, First Midwest entered into a strategic alliance with a leading private label mortgage services provider pursuant to which administrative functions including loan processing, document preparation, secondary market activities and loan servicing were outsourced while the customer contact function will be conducted by the First Midwest Bank's loan origination sales group. As of September 30, 2000, liquidation of FMMC has been substantially completed.

In connection with these changes in operations, First Midwest recognized nonrecurring expenses in the first six months of 2000 totaling $1,702 ($1,021 after tax or, $.025 per diluted share), which consisted primarily of loss on asset dispositions, severance and related costs, loss on sale of servicing and contract termination costs.

Net Interest Income, Loan Growth, and Funding Sources

Net interest income on a tax equivalent basis totaled $50,841 for the third quarter 2000, representing a decrease of $1,433, or 2.7%, over the year ago quarter which totaled $52,274. As shown in the Volume/Rate Analysis on page 13, the decrease in net interest income is attributable to higher interest expense of $18,709 net of higher interest income of $17,276. Net interest margin for the third quarter 2000 decreased to 3.66% as compared to 4.21% for the same period in 1999. The decrease in net interest margin is primarily due to higher levels of borrowed (wholesale) funds and higher rates paid on interest bearing liabilities, generally, during the 2000 period.

Again, as shown in the Analysis on page 13, the $17,276 increase in interest income is largely attributable to higher volumes of earning assets in both the securities available for sale and loan portfolios which increased $181,256 and $441,809, respectfully, from year-ago levels. The increase of $18,709 in interest expense on paying liabilities is due to higher volumes of borrowed funds coupled with higher rates paid thereon. The effect of these factors on net interest income is discussed below.

Loan volume increases were experienced across all loan categories, as discussed in "Loan Growth" on page 12. Again, as shown in the Analysis on page 13, further contributing to the increase in earning assets in the third quarter of 2000 as compared to 1999 was the investment by First Midwest in certain leveraged arbitrage transactions that resulted in the purchase of U.S. Agency securities financed by repurchase agreements totalling approximately $360 million. As part of the overall transactions, First Midwest also entered into interest rate swaps to fix the financing costs. The leveraged arbitrage transactions account for most of the increase in the securities available for sale portfolio and approximately half of the increase in the borrowed funds average balances as compared to the third quarter of 1999.

In addition to the arbitrage transactions, First Midwest increased its reliance on higher cost, wholesale borrowings primarily in the form of repurchase agreements in order to support loan growth. While First Midwest has always relied on repurchase agreements as an appropriate form of short-term funding, the costs of such funding has increased significantly over the past four quarters due to the general rise in market interest rates. These factors have contributed to First Midwest's increased cost of funds and the reduction in net interest margin for the quarter and nine month period ending September 30, 2000.

In an effort to reduce its reliance on higher cost wholesale funds, First Midwest has been focusing its sales efforts on increasing certain core funding sources including savings deposits, NOW accounts, money market deposits, and time deposits. As indicated in the Analyses on pages 13 and 14, these funding sources are less expensive than borrowed funds. Furthermore, the cost of money market and time deposits for the third quarter of 2000 is reflective of certain interest rate promotions which are of limited duration and will revert to normal pricing over the next two quarters. As a result of its efforts to enhance its core funding sources, First Midwest saw an increase in the aggregate average balance of these funding sources during the third quarter of 2000 which reversed a decline that began in the fourth quarter of 1999 as shown in "Core Funding Sources" on page 12.

Loan Growth

The following table summarizes growth in loans as of September 30, 2000 as compared to December 31 and September 30, 1999:

	2000		1999					September 30 % Change From
	September 30		December 31			September 30		12/31/99			9/30/99
Commercial, industrial and agricultural	$	891,856	$		837,352	$	807,359		6.5%			10.5%
Real estate - commercial	913,814		834,852			812,308		9.5%		12.5%
Real estate - construction	280,196		189,018			180,120		48.2%		55.6%
Real estate - 1 - 4 family	258,800		253,268			245,134		2.2%		5.6%
Consumer	953,980		847,997			823,575		12.5%		15.8%
Loans, net of unearned discount	$	3,298,646	$	2,962,487		$	2,868,496		11.4%			15.0%

Loan growth during the nine months ended September 30, 2000 continued the positive trend begun in the second quarter of 1999. Loan volumes at September 30, 2000 increased by 11.4% and 15.0% as compared to December 31, 1999 and September 30, 1999, respectively. Volumes increased across all categories with the largest percentage increase in the real estate construction and consumer categories.

Core Funding Sources

		2000						1999
		September 30		June 30		March 31		December 31
Average Balances
Savings deposits		$	461,937	$	484,194	$	479,616	$	487,862
NOW accounts		496,867		484,426		446,034		450,907
Money market deposits		499,582		471,792		457,523		462,514
Time Deposits		2,050,829		1,940,270		1,946,481		1,949,204
	Core funding sources	$	3,509,215	$	3,380,682	$	3,329,654	$	3,350,487

Volume/Rate Analysis

The table below summarizes the changes in average interest-bearing assets and interest-bearing liabilities as well as the average rates earned and paid on these assets and liabilities, respectively, for the quarters ended September 30, 2000 and 1999. The table also details the increase and decrease in income and expense for each major category of assets and liabilities and analyzes the extent to which such variances are attributable to volume and rate changes. Interest income and yields are presented on a tax-equivalent basis.

Quarters Ended September 30, 2000 and 1999
	Average Balances								Average Interest Rates Earned/Paid			Interest Income/Expense								Increase/(Decrease) in Interest Income/ExpenseDue to:
											Basis
						Increase					Points							Increase
	2000		1999			(Decrease)			2000	1999	Inc/(Dec)		2000		1999			(Decrease)		Volume		Rate		Total
Fed funds sold and other investments
short-term investments	$	46,498		$	42,189		$	4,309	6.62%	5.22%	1.40%		$	769	$	551		$	218	$	60	$	158	$	218
Mortgages held for sale	3,876		41,804			(37,928)			8.67%	7.55%	1.12%		84		789			(705)		(843)		138		(705)
Securities available for sale	2,222,516		2,041,260			181,256			6.97%	6.67%	0.30%		38,755		34,025			4,730		3,113		1,617		4,730
Securities held to maturity	43,886		47,652			(3,766)			7.91%	7.27%	0.64%		868		866			2		(17)		19		2
Loans, net of unearned discount	3,239,730		2,797,921			441,809			8.94%	8.49%	0.45%		72,409		59,378			13,031		9,749		3,282		13,031
Total interest-earning assets	$	5,556,506	$		4,970,826	$		585,680	8.13%	7.69%	0.44%		$	112,885	$	95,609		$	17,276	$	12,062	$	5,214	$	17,276
Savings deposits	$	461,937	$		511,796	$		(49,859)	1.98%	1.86%	0.12%		$	2,286	$	2,381		$	(95)	$	(276)	$	181	$	(95)
NOW accounts	496,867		474,484			22,383			2.09%	1.85%	0.24%		2,590		2,193			397		107		290		397
Money market deposits	499,582		466,836			32,746			4.68%	3.48%	1.20%		5,843		4,056			1,787		302		1,485		1,787
Time deposits	2,050,829		1,907,802			143,027			5.94%	4.96%	0.98%		30,439		23,643			6,796		1,869		4,927		6,796
Borrowed funds	1,300,272		880,079			420,193			6.43%	5.03%	1.40%		20,886		11,062			9,824		6,209		3,615		9,824
Total interest-bearing liabilities	$	4,809,487	$		4,240,997	$		568,490	5.16%	4.09%	1.07%		$	62,044	$	43,335		$	18,709	$	8,211	$	10,498	$	18,709
Net interest margin / income									3.66%	4.21%	-0.55%		$	50,841	$	52,274	$		(1,433)	$	3,851	$	(5,284)	$		(1,433)

	2000			1999
	3rd	2nd	1st	4th	3rd	2nd	1st
Net Interest Margin Trend By Quarter	3.66%	3.84%	3.96%	4.06%	4.21%	4.42%	4.23%

Volume/Rate Analysis

The table below summarizes the changes in average interest-bearing assets and interest-bearing liabilities as well as the average rates earned and paid on these assets and liabilities, respectively, for the nine months ended September 30, 2000 and 1999. The table also details the increase and decrease in income and expense for each major category of assets and liabilities and analyzes the extent to which such variances are attributable to volume and rate changes. Interest income and yields are presented on a tax-equivalent basis.

Nine Months Ended September 30, 2000 and 1999
									Average Interest Rates Earned/Paid			Interest Income/Expense								Increase/(Decrease) in Interest Income/Expense Due to:
	Average Balances
											Basis
						Increase					Points							Increase
	2000		1999			(Decrease)			2000	1999	Inc/(Dec)		2000		1999			(Decrease)		Volume		Rate		Total
Fed funds sold and other short-term investments
	$	20,394		$	22,107		$	(1,713)	6.48%	5.11%	1.37%		$	991	$	848		$	143	$	(59)	$	202	$	143
Mortgages held for sale	5,261		46,653			(41,392)			8.16%	7.18%	0.98%		322		2,512			(2,190)		(2,588)		398		(2,190)
Securities available for sale	2,222,969		1,969,478			253,491			6.87%	6.65%	0.22%		114,501		98,229			16,272		12,973		3,299		16,272
Securities held to maturity	43,942		48,334			(4,392)			7.82%	7.04%	0.78%		2,576		2,553			23		(111)		134		23
Loans, net of unearned discount	3,130,559		2,716,727			413,832			8.79%	8.48%	0.31%		206,484		172,744			33,740		27,102		6,638		33,740
Total interest-earning assets	$	5,423,125	$		4,803,299	$		619,826	7.99%	7.69%	0.30%		$	324,874	$	276,886		$	47,988	$	37,317	$	10,671	$	47,988
Savings deposit	$	475,200	$		524,113	$		(48,913)	1.95%	1.94%	0.01%		$	6,941	$	7,640		$	(699)	$	(714)	$	15	$	(699)
NOW accounts	475,853		454,219			21,634			1.94%	1.79%	0.15%		6,937		6,113			824		300		524		824
Money market deposits	476,384		482,820			(6,436)			4.29%	3.37%	0.92%		15,340		12,195			3,145		(161)		3,306		3,145
Time deposits	1,979,455		1,877,384			102,071			5.59%	4.94%	0.65%		82,980		69,560			13,420		3,927		9,493		13,420
Borrowed funds	1,271,778		719,988			551,790			6.02%	4.82%	1.20%		57,444		26,044			31,400		23,707		7,693		31,400
Total interest-bearing liabilities	$	4,678,670	$		4,058,524	$		620,146	4.83%	3.99%	0.84%		$	169,642	$	121,552		$	48,090	$	27,059	$	21,031	$	48,090
Net interest margin / income									3.82%	4.31%	-0.49%		$	155,232	$	155,334	$		(102)	$	10,258	$	(10,360)	$		(102)

Nonninterest Income

Noninterest income increased by $1,923, or 13.4%, to $16,263 for the quarter ended September 30, 2000, as compared to $14,340 for the same period in 1999. This increase occurred despite the absence of $891 in mortgage banking revenues due to the previously discussed changes made in mortgage banking activities. Noninterest income totaled $46,530 for the nine months ended September 30, 2000 as compared to $43,094 for the same period in 1999 for an increase of 8.0% despite a reduction in mortgage banking revenues of $4,276 during the nine month period. The reasons underlying the increases are discussed below.

Service charges on deposit accounts increased 12.1% to $5,495 in the third quarter of 2000 as compared to $4,904 for the same 1999 period. The $591 increase is primarily attributable to higher returned check (NSF) revenue as a result of a tightening in fee waiver practices and to increases in service charges on business checking and NOW accounts. Other service charges, commissions and fees increased 13.3% to $3,979 for the third quarter ended September 30, 2000 over the year ago like quarter of $3,513 due primarily to increases of $203 in commissions on the sale of mortgage products in conjunction with its new strategic alliance and $246 in debit card fee income as a result of greater usage volumes.

Trust and investment management fees for the third quarter 2000 increased $201, or 8.1%, to $2,677 as compared to the year ago period of $2,476 due to an increase in assets under management.

First Midwest's investment in corporate owned life insurance generated $1,494 in income for the third quarter 2000 for an increase of $171, or 12.9%, as compared to the year ago like period. Other income decreased by $85, or 5.3%, to $1,519 for the third quarter 2000 as compared to the 1999 period due to lower ATM surcharge revenue as fewer non-customers used First Midwest machines. Additionally, the 1999 third quarter included $37 for gain on sale of assets and $43 in one-time credit card commissions related to the 1998 Heritage Financial Services acquisition.

Noninterest Expense

Noninterest expense totaled $35,036 for the quarter ended September 30, 2000 as compared to the year ago period of $37,209 for a decrease of $2,173, or 5.8%. For the nine months ended September 30, 2000, noninterest expense decreased $3,097, or 2.8%, compared to the same period a year ago. A comparison of the major categories of noninterest expense for the quarters and nine month periods is discussed below.

Salaries and wages decreased by $1,474 (9.3%) and $2,363 (4.9%) for the quarter and nine month period ended September 30, 2000 as compared to prior year levels. The decrease for both periods was a result of the elimination of approximately 100 full time equivalent employees of FMMC offset by severance related costs incurred and stay bonuses. Additionally, modest other staffing reductions were experienced as a result of the reorganization of certain support operations of First Midwest Bank.

Retirement and other employee benefits, which include severance-related benefits paid to employees of FMMC, increased by $92 in the third quarter of 2000 compared to the 1999 period. The increase was attributable to a special healthcare contribution of $259 paid to the self-insured healthcare fund to reimburse it for certain extraordinary claim costs incurred during the third quarter of 2000. This cost was offset by a decrease in payroll taxes and retirement expense of $126 and $56, respectively, due to the reduction in staffing of FMMC.

For the quarter ended September 30, 2000, occupancy expenses increased $156, or 4.8%, as compared to the same year ago period of $3,255. The increase in occupancy expense is primarily attributable to higher depreciation of facilities on a new 45,000 square foot operations support center. Equipment expense decreased $64, or 3.0%, as compared to the same year ago period of $2,148, due primarily to reduced depreciation expense relating to the discontinuation of FMMC operations.

Technology and related costs increased $91 to $2,581 for the third quarter 2000 as compared to the same period in 1999 of $2,490. The third quarter increase was largely due to continued higher activity volumes and new costs associated with the expanded utilization of additional products and services offered by First Midwest.

Professional services declined by $707, or 28.9%, to $1,736 for the quarter ended September 30, 2000 as compared to the prior year period of $2,443. The reduction is primarily attributable to certain costs experienced in the prior year's quarter relating to a home equity promotion in addition to a reduction in professional services related to FMMC's lending and recordkeeping operations. Other expenses decreased $306, or 5.0%, for the third quarter 2000 as compared to the 1999 period due to approximately $230 in FMMC cost savings in addition to generally tighter cost controls.

As a result of the cost reductions noted above, the efficiency ratio for the quarter ended September 30, 2000 was 51.96% as compared to the 1999 third quarter ratio of 54.60%, and the ratio for the nine months ended September 30, 2000 was 53.53%, as compared to 55.72% for the same period in 1999.

Income Tax Expense

Income tax expense totaled $6,228 for the quarter ended September 30, 2000, increasing from $5,805 for the same period in 1999 and reflects effective income tax rates of 24.3% and 24.4%, respectively. Income tax expense totaled $17,577 for the nine months ended September 30, 2000 decreasing from $18,448 for the 1999 nine month period and reflects effective tax rates of 23.9% and 25.9%, respectively. The decrease in effective tax rate is primarily attributable to increases in federal and state tax exempt income in 2000.

Nonperforming Assets and Past Due Loans

The following table summarizes nonperforming assets and past due loans as of the close of the last five calendar quarters:

		2000							1999
		September 30		June 30			March 31		December 31		September 30
Nonaccrual loans		$	20,313	$	19,838	$	$	19,137	$	20,278	$	20,905
Foreclosed real estate		2,467		1,295			907		1,157		1,529
Total nonperforming assets		$	22,780	$	21,133		$	20,044	$	21,435	$	22,434
% of total loans plus
	foreclosed real estate		0.69%		0.66%			0.65%		0.72%		0.78%
90 days past due and still accruing interest		$	6,217	$	6,099		$	6,226	$	5,286	$	4,998

Nonaccrual loans, totaling $20,313 at September 30, 2000 are comprised of commercial and agricultural loans (34%), real estate loans (58%) and consumer loans (8%). Foreclosed real estate, totaling $2,467 at September 30, 2000, primarily represents real estate loans on 1-4 family properties.

First Midwest's disclosure with respect to impaired loans is contained in Note 4 to the interim consolidated financial statements, located on page 8.

Provision and Reserve for Loan Losses

Transactions in the reserve for loan losses during the quarters and nine months ended September 30, 2000 and 1999 are summarized in the following table:

			Quarters Ended September 30,							Nine Months Ended September 30,
	2000			1999			2000				1999
Balance at beginning of period	$	44,112		$		42,615	$		42,645			$	43,290
Provision for loan losses	2,625				1,784		7,099					4,276
Loans charged-off	(2,224)				(2,467)		(6,630)					(6,950)
Recoveries of loan previously charged-off	536				666		1,935					1,982
Net loan (charge-offs)	(1,688)				(1,801)		(4,695)					(4,968)
Balance at end of period	$	45,049		$		42,598	$	45,049				$	42,598

Loan charge-offs, net of recoveries, for the quarter totaled $1,688, or 0.21% of average loans, as compared to loan charge-offs for the like period in 1999 of $1,801, or 0.26%

The provision for loan losses in any given period is dependent upon many factors, including loan growth, changes in the composition of the loan portfolio, net charge-offs, delinquencies, collateral values and Management's assessment of current and prospective economic conditions. The provision for loan losses charged to operating expense for the third quarter of 2000 totaled $2,625 as compared to $1,784 for the same quarter in 1999. The provision for loan losses for the current quarter exceeded net charge-offs by $937.

First Midwest maintains a reserve for loan losses to absorb losses inherent in the loan portfolio. The appropriate level of the reserve for loan losses is determined by systematically performing a review of the loan portfolio quality as required by First Midwest's credit administration policy. The reserve for loan losses consists of three elements; (i) specific: reserves established for specific loans developed through detailed credit reviews; (ii) general allocated: reserves based on historical loan loss experience; and, (iii) general unallocated: reserves based on general economic conditions as well as specific economic factors in the markets in which First Midwest operates.

The specific reserves are based on the detailed analysis of loans over a specified dollar limit as well as loans where the internal credit rating is below a predetermined classification. (See Note 4 to the interim consolidated financial statements located on page 8 for additional discussions on specific impaired loans.) The general allocated portion of the reserve is determined statistically using a loss migration analysis that examines loss experience and the related internal rating of loans charged-off; this migration analysis is performed quarterly and loss factors are periodically updated based on actual experience. The general unallocated portion considers general economic conditions as well as other specific market economic factors and involves a higher degree of subjectivity in its determination. This segment of the reserve considers risk factors that may not have manifested themselves in First Midwest's historical loss experience used to determine the allocated component of the reserve.

The distribution of the loan portfolio is presented in Note 3 to the interim consolidated financial statement located on page 7. The loan portfolio consists predominantly of loans originated by First Midwest from its primary markets and generally represents credit extension to multi-relationship customers.

Capital

Capital Measurements

The table below compares First Midwest's capital structure to the minimum capital ratios required by its primary regulator, the Federal Reserve Board ("FRB"). Also provided is a comparison of capital ratios for First Midwest's national banking subsidiary, First Midwest Bank, N.A. ("FMB, N.A.") to its primary regulator, the Office of the Comptroller of the Currency ("OCC"). Both First Midwest and FMB, N.A. are subject to the minimum capital ratios defined by banking regulators pursuant to the FDIC Improvement Act ("FDICIA") and have capital measurements in excess of the levels required by their respective bank regulatory authorities to be considered "well-capitalized" which is the highest capital category established under the FDICIA.

		Bank Holding Company		Subsidiary Bank
						Minimum
			Minimum		Minimum	Well-
		First	Required	FMB,	Required	Capitalized
		Midwest	FRB	N.A.	OCC	FDICIA
As of September 30, 2000:
	Tier I capital to risk-based assets	10.17%	4.00%	9.27%	4.00%	6.00%
	Total capital to risk-based assets	11.24%	8.00%	10.80%	8.00%	10.00%
	Leverage ratio	7.17%	3.00%	6.85%	3.00%	5.00%
As of December 31, 1999:
	Tier I capital to risk-based assets	10.21%	4.00%	9.16%	4.00%	6.00%
	Total capital to risk-based assets	11.32%	8.00%	10.28%	8.00%	10.00%
	Leverage ratio	7.19%	3.00%	6.45%	3.00%	5.00%

Dividends

First Midwest's earnings and capital position has allowed the Board of Directors to increase the quarterly dividend every year since 1993. The following table summarizes the dividend increases declared during the years 1994 through 1999:

	Quarterly Rate
Date	Per Share		% Increase
November 1999	$	0.180	13%
November 1998		0.160	7%
November 1997		0.150	13%
November 1996		0.133	18%
February 1996		0.113	13%
February 1995		0.100	15%
February 1994		0.087	13%

FORWARD LOOKING STATEMENTS

The preceding "Management's Discussion and Analysis of Financial Condition and Results of Operations" section of this Form 10-Q contains various "forward looking statements" within the meaning of Section 27A of the Securities and Exchange Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which represents First Midwest's expectations and beliefs concerning future events including, but not limited to, the following: the impact of wholesale and core funding levels and of market interest rates on net interest income and net interest margin; Management's assessment of its provision and reserve for loan loss levels based upon trends in nonperforming assets and future changes in the composition of its loan portfolio, loan losses, collateral value and economic conditions; and dividends to shareholders.

The Company cautions that these statements are further qualified by important factors that could cause actual results to differ materially from those set forth in the forward looking statements due to market, economic and other business related risks and uncertainties effecting the realization of such statements. Certain of these risks and uncertainties included in such forward looking statements include, without limitations, the following: fluctuations in market interest rates and the effect on net interest income; competition and borrowers' credit needs affecting the ability to grow the loan portfolio; deviations from current trends in nonperforming assets and the assumptions used to evaluate the appropriate level of the reserve for loan losses; and the impact of future earnings performance and capital levels on dividends declared by the Board of Directors.

Accordingly, results actually achieved may differ materially from expected results in these statements. First Midwest does not undertake, and specifically disclaims, any obligation to update any forward looking statements to reflect events or circumstances occurring after the date of such statements.

PART II.  OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibits - See Exhibit Index appearing on page 20.

(b)   Form 8-K  - None.

SIGNATURES

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 thereunto duly authorized.

First Midwest Bancorp, Inc.

___/s/ DONALD J. SWISTOWICZ_________

Donald J. Swistowicz
Executive Vice President*

Date: November 13, 2000


* Duly authorized to sign on behalf of the Registrant.

EXHIBIT INDEX

Exhibit Number	Description of Documents	Sequential Page Number
3	Amended and Restated Certificate of Incorporation	21
3.1	Amended and Restated Bylaws of the Company	31
10	Amended and Restated Non-Employee Directors' 1997 Stock Option Plan	41
10.1	Form of Letter Agreement for Nonqualified Stock Options Grant executed between the Company and the directors of the Company pursuant to the Company's Non-Employee Directors' 1997 Stock Option Plan	81
10.2	Form of Letter Agreement for Nonqualified Stock Options Grant executed between the Company and the executive officers of the Company pursuant to the Company's 1989 Omnibus Stock and Incentive Plan	86
10.3	Amendment to the Amended and Restated 1989 Omnibus Stock and Incentive Plan	92
15	Acknowledgement of Ernst & Young LLP	94
27	Financial Data Schedule	95
99	Independent Accountant's Review Report	96

EX-3

Exhibit 3

RESTATED CERTIFICATE OF INCORPORATION OF
FIRST MIDWEST BANCORP, INC.

ARTICLE FIRST. Name.
The name of the Corporation is FIRST MIDWEST BANCORP, INC.

ARTICLE SECOND. Registered Agent.
The registered office of the Corporation in the State of Delaware is located at 306 South State Street, in the City of Dover, County of Kent. The name of its registered agent at such address is United States Corporation Company.

ARTICLE THIRD. Purpose.
The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

ARTICLE FOURTH. Authorized Stock
The total number of shares of stock which the Corporation shall have authority to issue is Sixty-One Million (61,000,000) shares, of which One Million (1,000,000) shares shall be shares of Preferred Stock without par value (hereinafter sometimes referred to as "Preferred Stock"), and Sixty Million (60,000,000) shares shall be shares of Common Stock, $0.01 par value per share (hereinafter sometimes referred to as "Common Stock").

PART I - PREFERRED STOCK
The Board of Directors is expressly authorized to adopt, from time to time, a resolution or resolutions providing for the issue of Preferred Stock in one or more series, to fix the number of shares in each such series and to fix the designations and the powers, preferences and relative, optional or other special rights, and the qualifications, limitations and restrictions thereof, of each such series. The authority of the Board of Directors with respect to each such series shall include a determination of the following (which may vary as between the different series of Preferred Stock):

(a) The number of shares constituting the series and the distinctive designation of the series;

(b) The dividend rate on the shares of the series, the conditions and dates upon which dividends thereon shall be payable, the extent, if any, to which dividends thereon shall be cumulative, and the relative rights of preference, if any, of payment of dividends thereon;

(c) Whether or not the shares of the series are redeemable and, if redeemable, including whether such shares shall be redeemable for cash, property or rights or any combination thereof and the times during which such shares shall be redeemable and the amount per share payable in case of redemption, which amount may, but need not, vary according to the time and circumstances of such action;

(d) The amount payable in respect of the shares of the series, in the event of any liquidation, dissolution or winding up of the Corporation, which amount may, but need not, vary according to the time or circumstances of such action, and the relative rights of preference, if any, of payment of such amount;

(e) Any requirement as to a sinking fund for the shares of the series, or any requirement as to the redemption, purchase or other retirement by the Corporation of the shares of the series;

(f) The right, if any, to exchange or convert shares of the series into shares of any other series or class of stock of the Corporation and the rate or basis, time, manner and condition of exchange or conversion;

(g) The voting rights, if any, to which the holders of shares of the series shall be entitled; and

(h) Any other term, condition or provision [not involving any further participation in the assets or profits of the Corporation other than as permitted and provided for pursuant to the provisions of paragraphs (b), (c), (d), (e) and (f) of this Part I] with respect to the series as the Board of Directors may deem advisable and as shall not be inconsistent with the provisions of this Article Fourth.

PART II - COMMON STOCK

(a) Dividends. Subject to any rights to receive dividends to which the holders of any outstanding Preferred Stock may be entitled, the holders of the Common Stock shall be entitled to receive dividends, if and when declared payable from time to time by the Board of Directors from any funds legally available therefore.

(b) Liquidation. In the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, after payment or provision for payment of the debts and other liabilities of the Corporation and the preferential amounts to which the holders of any outstanding Preferred Stock shall be entitled, the holders of the Common Stock shall be entitled to share ratably in the remaining assets of the Corporation. The merger or consolidation of the Corporation into or with any other corporation, or the merger of any other corporation into it, or a sale of all or substantially all of the assets of the Corporation, or any purchase or redemption of shares of stock of the Corporation of any class, shall not be deemed to be a liquidation, dissolution or winding up of the Corporation for purposes of this paragraph (b).

(c) Voting. Each outstanding share of Common Stock of the Corporation shall entitle the holder thereof to one vote, and, except as otherwise stated or expressed in a resolution or resolutions adopted by the Board of Directors providing for the issue of any Preferred stock or as otherwise provided by law, the exclusive voting power for all purposes shall be vested in the holders of Common Stock. 

PART III - GENERAL PROVISIONS

(a) No Stockholder Consents in Lieu of Voting. No action required to be taken or which may be taken at any annual or special meeting of stockholders of the Corporation may be taken without a meeting, and the power of stockholders to consent in writing, without a meeting, to the taking of any action is specifically denied.

(b) Right to Call Special Meetings. Special meetings of the stockholders of the Corporation may be called only by the Board of Directors or the Chairman of the Board of Directors or President of the Corporation; provided , however, that, notwithstanding the foregoing, a special meeting of stockholders may be called by the holders of at least 51% of the voting power of the then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors (the "Voting Stock") solely for the purpose of removing a director or directors for cause [it being understood that, for purposes of this paragraph (b), each share of the Voting Stock shall have the number of votes granted to it pursuant to this Article Fourth].

(c) Removal of Directors. No director may be removed from office except for cause; provided, that, in addition to any affirmative vote required by law or any other provision of this Restated Certificate of Incorporation, the removal of any director shall require the affirmative vote of the holders of at least 67% of the voting power of the then outstanding Voting Stock [it being understood that, for purposes of this paragraph (c), each share of the Voting Stock shall have the number of votes granted to it pursuant to this Article Fourth], and such affirmative vote shall be required notwithstanding the fact that a lesser percentage may be specified by law or in any agreement with any national securities exchange or otherwise. 

(d) Advance Notice of Stockholder Proposals. At any annual or special meeting of stockholders, proposals by stockholders and persons nominated by stockholders for election as directors shall be considered only if advance notice thereof has been timely given as provided herein by a stockholder of record as of the time of such notice who is entitled to vote at the meeting and such proposals or nominations are otherwise proper for consideration under applicable law and this Restated Certificate of Incorporation and the By-laws of the Corporation. Notice of any proposal to be presented by any stockholder or of the name of any person to be nominated by any stockholder for election as a director of the Corporation at any meeting of stockholders shall be delivered to the Secretary of the Corporation at its principal executive office not less than 120 nor more than 180 days prior to the date of the meeting; provided, however, that if the date of the meeting is first publicly announced or disclosed (in a public filing or otherwise) less than 130 days prior to the date of the meeting, such advance notice shall be given not more than 10 days after such date is first so announced or disclosed. Public notice shall be deemed to have been given more than 130 days in advance of the annual meeting if the Corporation shall have previously disclosed, in the By-laws or otherwise, that the annual meeting in each year is to be held on a determinable date, unless and until the Board determines to hold the meeting on a different date. Any stockholder who gives notice of any such proposal shall deliver therewith the text of the proposal to be presented and a brief written statement of the reasons why such stockholder favors the proposal and setting forth such stockholder's name and address, the number and class of all shares of each class of stock of the Corporation beneficially owned by such stockholder and any material interest of such stockholder in the proposal (other than as a stockholder). Any stockholder desiring to nominate any person for election as a director of the Corporation shall deliver with such notice a statement in writing setting forth the name of the person to be nominated, the number and class of all shares of each class of stock of the Corporation beneficially owned by such person, the information regarding any such person required by paragraphs (a), (e) and (f) of Item 401 of Regulation S-K adopted by the Securities and Exchange Commission (or the corresponding provisions of any regulation subsequently adopted by the Securities and Exchange Commission applicable to this Corporation), such person's signed consent to serve as a director of the Corporation if elected, such stockholder's name and address and the number and class of all shares of each class of stock of the Corporation beneficially owned by such stockholder. As used herein, shares "beneficially owned" shall mean all shares as to which such person, together with such person's affiliates and associates (as defined in Rule 12b-2 under the Securities Exchange Act of 1934), may be deemed to beneficially own pursuant to Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, as well as all shares as to which such person, together with such person's affiliates and associates, has the right to become the beneficial owner pursuant to any agreement or understanding, or upon the exercise of warrants, options or rights to convert or exchange (whether such rights are exercisable immediately or only after the passage of time or the occurrence of conditions). The person presiding at the meeting, in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall determine whether such notice has been duly given and shall direct that proposals and nominees not be considered if such notice has not been given.

ARTICLE FIFTH. Board of Directors.

(a) The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.

(b) The number of directors constituting the Board of Directors of the Corporation shall be such number, not fewer than three nor more than twenty, as shall be fixed from time to time by resolution of the Board of Directors adopted by the affirmative vote of at least a majority of all members thereof. 

(c) The Board of Directors shall be and is divided into three classes, Class I, Class II and Class III, which shall be as nearly equal in number as possible. Each director shall serve for a term ending on the date of the third annual meeting of stockholders of the Corporation following the annual meeting at which such director was elected; provided, however, that (1) each director in Class I elected at the annual meeting of stockholders in 1985 shall hold office until the annual meeting of stockholders in 1986, (2) each director in Class II elected at the annual meeting of stockholders in 1985 shall hold office until the annual meeting of stockholders in 1987, and (3) each director in Class III elected at the annual meeting of stockholders in 1985 shall hold office until the annual meeting of stockholders in 1988.

(d) In the event of any increase or decrease in the authorized number of directors, (1) each director then serving as such shall nevertheless continue as a director of the class of which he or she is a member until the expiration of his or her current term, or his or her prior death, retirement, resignation, or removal, and (2) the newly created or eliminated directorships resulting from such increase or decrease shall be apportioned by the Board of Directors among the three classes of directors so as to maintain such classes as nearly equal in number as possible.

(e) Notwithstanding any of the foregoing provisions of this Article Fifth, each director shall serve until his or her successor is elected and qualified or until his or her death, retirement, resignation or removal. Should a vacancy occur or be created, whether arising through death, retirement, resignation or removal of a director or through an increase in the number of directors of any class, such vacancy shall be filled by a majority vote of the remaining directors of all classes then in office although less than a quorum, or by the sole remaining director. A director so elected to fill a vacancy shall serve for the remainder of the then present term of office of the class in which the vacancy shall have occurred or shall have been created.

(f) Notwithstanding any of the foregoing provisions of this Article Fifth, whenever the holders of any outstanding class or series of Preferred Stock shall have the right, voting separately by class or series, to elect directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms of this Restated Certificate of Incorporation and of the resolution of the Board of Directors providing for the issue of such class or series of Preferred Stocked applicable thereto, and such directors so elected shall not be divided into classes pursuant to this Article Fifth, unless expressly provided by such terms.

(g) The Board of Directors, by resolution adopted by the affirmative vote of at least a majority of all members thereof, shall have concurrent power with the stockholders to adopt, amend or repeal the By-laws of the Corporation; provided, however, that the By-laws of the Corporation shall not be adopted, amended or repealed by the stockholders except by the affirmative vote of the holders of at least 67% of the voting power of the then outstanding Voting Stock, voting together as a single class [it being understood that, for purposes of this paragraph (h), each share of the Voting Stock shall have the number of votes granted to it pursuant to Article Fourth hereof], and such affirmative vote shall be required notwithstanding the fact that a lesser percentage may be specified by law or in any agreement with any national securities exchange or otherwise.

(h) Wherever the term "Board of Directors" is used in this Restated Certificate of Incorporation, such term shall mean the Board of Directors of the Corporation; provided, however, that, to the extent any committee of directors of the Corporation is lawfully entitled to exercise the powers of the Board of Directors, such committee, to the extent provided by resolution of the Board of Directors or the By-laws, may exercise any power or authority of the Board of Directors under this Restated Certificate of Incorporation in the management of the business and affairs of the Corporation.

(i) The books of the Corporation (subject to the provisions of the laws of the State of Delaware) may be kept outside of the State of Delaware at such places as may be from time to time designated by the Board of Directors. Elections of directors need not be by ballot unless the By-laws so provide.

(j) No Director of the Corporation shall be personally liable to the Corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a Director, except to the extent that such exemption from liability or limitation thereof is not permitted under the General Corporation Law of the State of Delaware, as it may be in effect from time to time. No amendment to or repeal of this paragraph (k) shall apply to or have any effect on the liability or alleged liability of any Director of the Corporation for or with respect to any acts or omissions of such Director occurring prior to such amendment or repeal.

ARTICLE SIXTH. Indemnification.
Without limiting in any manner any power of the Corporation conferred by statute, each person who is or was a director or officer of the Corporation shall be indemnified by the Corporation to the full extent permitted by the General Corporation Law of the State of Delaware, as it may be in effect from time to time, against any liability, cost or expense incurred by him in his capacity as a director or officer or arising out of his status as a director or officer. 

ARTICLE SEVENTH. Certain Business Combinations.

(a) Higher Vote for Certain Business Combinations.
In addition to any affirmative vote required by law or any other provision of this Restated Certificate of Incorporation, and except as otherwise expressly provided in paragraph (b) of this Article Seventh:

(1) Any merger or consolidation of the Corporation or any Subsidiary with (A) any Interested Stockholder or (B) any other corporation (whether or not itself an Interested Stockholder) which is, or after such merger or consolidation would be, an Affiliate of an Interested Stockholder; or

(2) Any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions) to or with any Interested Stockholder or any Affiliate of any Interested Stockholder of any assets of the Corporation or any Subsidiary having an aggregate Fair Market Value of $5 million or more; or

(3) The issuance or transfer by the Corporation or any Subsidiary (in one transaction or a series of transactions) of any securities of the Corporation or any Subsidiary to any Interested Stockholder or any Affiliate of any Interested Stockholder in exchange for cash, securities or other property (or a combination thereof) having an aggregate Fair Market value of $5 million or more; or

(4) The adoption of any plan or proposal for the liquidation or dissolution of the Corporation proposed by or on behalf of an Interested Stockholder or any Affiliate of any Interested Stockholder; or

(5) Any reclassification of securities (including any reverse stock split), or recapitalization of the Corporation, or any merger or consolidation of the Corporation with any of its Subsidiaries or any other transaction (whether or not with or into or otherwise involving an Interested Stockholder) which has the effect, directly or indirectly, of increasing the proportionate share of the outstanding shares of any class of equity or convertible securities of the Corporation or any Subsidiary which is directly or indirectly owned by any Interested Stockholder or any Affiliate of any Interested Stockholder;

shall require the affirmative vote of the holders of at least 80% of the voting power of the then outstanding Voting Stock, voting together as a single class [it being understood that, for purposes of this paragraph (a), each share of the Voting Stock shall have the number of votes granted to it pursuant to Article Fourth hereof]. Such affirmative vote shall be required notwithstanding the fact that no vote may be required, or that a lesser percentage may be specified, by law or in any agreement with any national securities exchange or otherwise. The term "Business Combination", as used in this Article Seventh, means any transaction which is referred to in any one or more of clauses (1) through (5) of this paragraph (a). 

(b) When Higher Vote is Not Required.
The provisions of paragraph (a) of this Article Seventh shall not be applicable to any particular Business Combination, and such Business Combination shall require only such affirmative vote, if any, as is required by law or any other provision of this Restated Certificate of Incorporation or the By-laws of the Corporation, if all the conditions specified in either subparagraph (b) (1) or (2) below are met:

(1) Approval by Disinterested Directors.
Such Business Combination shall have been approved by a majority of the Disinterested Directors.

(2) Price and Procedure Requirements.
All of the following conditions shall have been met:

(A) The aggregate amount of the cash and the Fair Market value as of the date of the consummation of such Business Combination of consideration other than cash to be received per share by holders of Common Stock in such Business Combination shall be at least equal to the highest of the following:

(i) (if applicable) the highest per share price (including any brokerage commissions, transfer taxes and soliciting dealers' fees) paid by the Interested Stockholder involved for any shares of Common Stock acquired by it (I) within the two-year period ending on the date of the first public announcement of the proposal of such Business Combination (the "Announcement Date") or (II) in the transaction in which it became an Interested Stockholder, whichever is higher;

(ii) (if applicable) an amount which bears the same or a greater percentage relationship to the Fair Market Value per share of Common Stock on the Announcement Date or on the date on which the Interested Stockholder involved became an Interested Stockholder (such latter date is referred to in this Article Seventh as the "Determination Date"), whichever is higher, as the highest per share price determined under subparagraph (b)(2)(A)(i) bears to the Fair Market Value per share of Common Stock on the first day within the two-year period ending on the Announcement Date on which such Interested Stockholder acquired beneficial ownership of any share of Common Stock; and

(iii) the Fair Market Value per share of Common Stock on the Announcement Date or on the Determination Date, whichever is higher.

(B) The aggregate amount of the cash and the Fair Market Value as of the date of the consummation of such Business Combination of consideration other than cash to be received per share by holders of shares of any class of outstanding Voting Stock, other than Common Stock, shall be at least equal to the highest of the following [it being intended that the requirements of this subparagraph (b)(2)(B) shall be required to be met with respect to each class of outstanding Voting Stock, other than Common Stock, whether or not the Interested Stockholder involved has previously acquired any shares of such class of Voting Stock]:

(i) (if applicable) the highest per share price (including any brokerage commissions, transfer taxes and soliciting dealers' fees) paid by the Interested Stockholder involved for any share of such class of Voting Stock acquired by it (I) with the two-year period ending on the Announcement Date or (II) in the transaction in which it became an Interested Stockholder, whichever is higher;

(ii) (if applicable) the highest preferential amount per share to which the holders of shares of such class of Voting Stock are entitled in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation; 

(iii) (if applicable) an amount which bears the same or a greater percentage relationship to the Fair Market Value per share of such class of Voting Stock on the Announcement Date or on the Determination Date, whichever is higher, as the highest per share price determined under subparagraph (b)(2)(B)(i) bears to the Fair Market Value per share of such class of Voting Stock on the first day within two year period ending on the Announcement Date on which the Interested Stockholder involved acquired beneficial ownership of any share of such class of Voting Stock; and

(iv) the Fair Market Value per share of such class of Voting Stock on the Announcement Date or on the Determination Date, whichever is higher.

(C) The consideration to be received by holders of a particular class of outstanding Voting Stock (including Common Stock) shall be in cash or in the same form as the Interested Stockholder involved has previously paid for shares of such class of Voting Stock. If such Interested Stockholder has paid for shares of any class of Voting Stock with varying forms of consideration, the form of consideration for such class of Voting Stock shall be either cash or the form used to acquire the largest number of shares of such class of Voting Stock previously acquired by it. The prices determined in accordance with subparagraphs (b)(2)(A) and (b)(2)(B) shall be subject to appropriate adjustment in the event of any stock dividend, stock split, combination of shares or similar event.

(D) After the Interested Stockholder involved has become an Interested Stockholder and prior to the consummation of such Business Combination: (i) there shall have been (I) no reduction in the annual rate of dividends paid on the Common Stock (except as necessary to reflect any subdivision of the Common Stock), except as approved by a majority of the Disinterested Directors, and (II) an increase in such annual rate of dividends as necessary to reflect any reclassification (including any reverse stock split), recapitalization, reorganization or any similar transaction which has the effect of reducing the number of outstanding shares of the Common Stock, unless the failure so to increase such annual rate is approved by a majority of the Disinterested Directors; and (ii) such Interested Stockholder shall not have become the beneficial owner of any additional shares of Voting Stock except as part of the transaction which results in such Interested Stockholder becoming an Interested Stockholder.

(E) After the Interested Stockholder involved has become an Interested Stockholder, such Interested Stockholder shall not have received the benefit, directly or indirectly (except proportionately as a stockholder), of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantages provided by the Corporation, whether in anticipation of or in connection with such Business Combination or otherwise.

(F) A proxy or information statement describing the proposed Business Combination and complying with the requirements of the Securities Exchange Act of 1934 and the rules and regulations thereunder (or any subsequent provisions replacing such Act, rules or regulations) shall be mailed to public stockholders of the Corporation at least 30 days prior to the consummation of such Business Combination (whether or not such proxy or information statement is required to be mailed pursuant to such Act or subsequent provisions).

(c) Certain Definitions.

For purposes of this Restated Certificate of Incorporation:

(1) The term "person" means any individual, firm, corporation or other entity. 

(2) The term "Interested Stockholder" means any person (other than the Corporation or any Subsidiary and other than any profit-sharing, employee stock ownership or other employee benefit plan of the Corporation or any Subsidiary or any trustee of or fiduciary with respect to any such plan when acting in such capacity) who or which:

(A) is the beneficial owner, directly or indirectly, of 5% or more of the voting power of the outstanding Voting Stock; or

(B) is an Affiliate of the Corporation and at any time within the two-year period ending on the date in question was the beneficial owner, directly or indirectly, of 5% or more of the voting power of the then outstanding Voting Stock; or

(C) is an assignee of or has otherwise succeeded to any shares of Voting Stock which were at any time within the two-year period ending on the date in question beneficially owned by any Interested Stockholder, if such assignment or succession shall have occurred in the course of a transaction or series of transactions not involving a public offering within the meaning of the Securities Act of 1933, as amended.

(3) A person shall be a "beneficial owner" of any Voting Stock:

(A) which such person or any of his or its Affiliates or Associates beneficially owns, directly or indirectly, or

(B) which such person or any of his or its Affiliates or Associates has (i) the right to acquire (whether such right is exercisable immediately or only after the passage of time), pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise, or (ii) the right to vote pursuant to any agreement, arrangement or understanding; or

(C) which are beneficially owned, directly or indirectly, by any other person with which such person or any of its Affiliates or Associates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any shares of Voting Stock.

(4) For purposes of determining whether a person is an Interested Stockholder pursuant to subparagraph (c)(2), the number of shares of Voting Stock deemed to be outstanding shall include shares deem owned through application of subparagraph (c)(3) but shall not include any other shares of Voting Stock which may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise. The phrase "Interested Stockholder involved" means, in respect of any Business Combination, the Interested Stockholder that, or whose Affiliate, is a party to or otherwise involved (other than merely as a stockholder of the Corporation) in such Business Combination.

(5) The terms "Affiliate" and "Associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as in effect on March 1, 1985. 

(6) The term "Subsidiary" means any corporation of which a majority of any class of equity security is owned, directly or indirectly, by the corporation; provided, however, that, for purposes of the definition of Interested Stockholder set forth in subparagraph (c)(2), the term "Subsidiary" shall mean only a corporation of which a majority of each class of equity security is owned, directly or indirectly, by the Corporation. 

(7) The term "Disinterested Director" means, in respect of any Business Combination, any member of the Board of Directors who is unaffiliated with the Interested Stockholder involved in such Business Combination and who was a member of the Board of Directors prior to the time that such Interested Stockholder became an Interested Stockholder, and any successor of a Disinterested Director who is unaffiliated with such Interested Stockholder and who is recommended to succeed a Disinterested Director by a majority of Disinterested Directors then on the Board of Directors.

(8) The term "Fair Market Value" means: (A) in the case of stock, the highest closing sale price during the 30-day period ending on the date in question of a share of such stock on the Composite Tape for New York Stock Exchange-Listed Stocks, or, if such stock is not quoted on the Composite Tape, on the New York Stock Exchange, or, if such stock is not listed on such Exchange, on the principal United States securities exchange registered under the Securities Exchange Act of 1934 on which such stock is listed, or, if such stock is not listed on any such exchange, the highest closing bid quotation with respect to a share of such stock during the 30-day period ending on the date in question on the National Association of Securities Dealers, Inc. Automated Quotations System or any system then in use, or if no such quotations are available, the fair market value on the date in question of a share of such stock as determined by the Board of Directors in good faith; and (B) in the case of property other than cash or stock, the fair market value of such property on the date in question as determined by the Board of Directors in good faith.

(9) In the event of any Business Combination in which the Corporation survives, the phrase "consideration other than cash to be received", as used in subparagraphs (b)(2)(A) and (b)(2)(B), shall include the shares of any Common Stock and the shares of any other class of outstanding Voting Stock retained by the holders of such shares.

(d) Certain Powers of the Board of Directors.
A majority of the Board of Directors shall have the power and duty to determine, for purposes of this Article Seventh, on the basis of information known to them after reasonable inquiry, (1) whether a person is an Interested Stockholder, (2) the number of shares of Voting Stock beneficially owned by any person, (3) whether a person is an Affiliate or Associate of another, and (4) whether the assets which are the subject of any Business Combination have, or the consideration to be received for the issuance or transfer of securities by the Corporation or any Subsidiary in any Business Combination has, an aggregate Fair Market Value of $5 million or more. A majority of the Board of Directors shall have the further power to interpret all of the terms and provisions of this Article Seventh.

(e) No Effect on Fiduciary Obligations of Interested Stockholders.

Nothing contained in this Article Seventh shall be construed to relieve any Interested Stockholder from any fiduciary obligation imposed by law.

ARTICLE EIGHTH. Considerations for Board of Directors in Evaluation of Certain Acquisition Proposals.
In connection with the exercise of its judgment in determining what is in the best interests of the Corporation and its stockholders when evaluating a proposal by another person or persons to make a tender or exchange offer for any equity security of the Corporation or any Subsidiary, to merge or consolidate with the Corporation or any Subsidiary or to purchase or otherwise acquire all or substantially all of the assets of the Corporation or any Subsidiary, the Board of Directors of the Corporation shall, in addition to considering the adequacy of the amount to be paid in connection with any such transaction, consider all of the following factors and any other factors which it deems relevant: (a) the social and economic effects of the transaction on the Corporation and its Subsidiaries, the employees, depositors, loan and other customers and creditors or the Corporation and its Subsidiaries and the other elements of the communities in which the Corporation and its Subsidiaries operate or are located; (b) the business and financial condition and earnings prospects of the acquiring person or persons, including, but not limited to, debt service and other existing or likely financial obligations of the acquiring person or persons, and the possible effect of such conditions upon the Corporation and its Subsidiaries and the other elements of the communities in which the Corporation and its

Subsidiaries operate or are located; and (c) the competence, experience, and integrity of the acquiring person or persons and its or their management.

ARTICLE NINTH. Perpetual Existence.
The Corporation shall have perpetual existence.

ARTICLE TENTH. Amendments and Repeal
(a) Notwithstanding the fact that a lesser percentage vote for the amendment or repeal of this Restated Certificate of Incorporation shall be specified by law or in any agreement with any national securities exchange or otherwise, and in addition to any affirmative vote required by law or any other provision of this Restated Certificate of Incorporation, the provisions of this Article Tenth and of Articles Fourth through Ninth hereof may not be amended or repealed in any respect, unless such action is approved by the affirmative vote of the holders of at least 80% of the voting power of the then outstanding Voting Stock, voting together as a single class [it being understood that, for purposes of this paragraph (a), each share of the Voting Stock shall have the number of votes granted to it pursuant to Article Fourth hereof]; provided, however, that the foregoing provisions of this paragraph (a) shall not be applicable to any particular proposal to amend or repeal any provision of this Restated Certificate of Incorporation, and such proposed amendment or repeal shall require only such affirmative vote as is required by law or any other provision of this Restated Certificate of Incorporation or the By-laws of the Corporation, if such proposed amendment or repeal shall have been approved by resolution of the Board of Directors adopted by the affirmative vote of at least 80% of all members thereof.

(b) Subject to paragraph (a) of this Article Tenth, the Corporation reserves the right to amend, alter, change or repeal any provision of this Restated Certificate of Incorporation, in the manner now or hereafter prescribed by the laws of the State of Delaware, and all rights and powers conferred herein upon stockholders and directors are granted subject to this reservation. All references herein to "this Restated Certificate of Incorporation" shall be deemed to encompass this Restated Certificate of Incorporation, as the same shall be amended from time to time.

EX-3

Exhibit 3.1

FIRST MIDWEST BANCORP, INC.
RESTATED BYLAWS
(ADOPTED BY STOCKHOLDERS JULY 10, 1985)
WITH AMENDMENTS THERETO

ARTICLE I - OFFICES

SECTION 1.1 - REGISTERED OFFICE

The registered office shall be established and maintained at the office of United States Corporation Company, in the City of Dover, in the County of Kent, in the State of Delaware, and said United States Corporation Company shall be the registered agent of this corporation in charge thereof.

SECTION 1.2 - OTHER OFFICES

The corporation may have other offices, either within or outside of the State of Delaware, at such place or places as the Board of Directors may from time to time appoint or the business of the corporation may require.

ARTICLE II - MEETINGS OF THE STOCKHOLDERS

SECTION 2.1 - PLACE OF MEETINGS

All meetings of the stockholders for the election of directors shall be held at such place either within or without the State of Delaware as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

SECTION 2.2 - ANNUAL MEETING OF STOCKHOLDERS

The annual meeting of stockholders for the election of directors and for such other business as may be stated in the notice of the meeting shall be held, in each year at such time and date as the Board of Directors, by resolution, shall determine and as stated in the notice of the meeting. In the event the Board of Directors fails to so determine the time and date of meeting, the annual meeting of stockholders shall be held at 9:00 a.m. on the third Wednesday in April. If the date of the annual meeting shall fall upon a legal holiday, the meeting shall be held on the next succeeding business day. At each annual meeting the stockholders entitled to vote shall elect a Board of Directors and they may transact such other corporate business as shall be stated in the notice of the meeting.

SECTION 2.3 - OTHER MEETINGS

Meetings of stockholders for any purpose other than the election of directors may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting.

SECTION 2.4 - VOTING

Each stockholder entitled to vote in accordance with the terms of the Certificate of Incorporation and in accordance with the provisions of these By-Laws shall be entitled to that number of votes, in person or by proxy, for each share of stock entitled to vote held by such stockholder as shall be granted to such share pursuant to the Certificate of Incorporation, but no proxy shall be voted after three years from its date unless such proxy provides for a longer period. All questions shall be decided by majority vote of the quorum, except as otherwise provided by the Certificate of Incorporation or the laws of the State of Delaware. The Board of Directors in its discretion may require that the vote for directors and the vote upon any question before the meeting shall be by ballot.

SECTION 2.5 - LIST OF STOCKHOLDERS

The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

SECTION 2.6 - QUORUM

The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business, except as otherwise provided by statute or by the Certificate of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

SECTION 2.7 - SPECIAL MEETINGS

Special meetings of the stockholders for any purpose or purposes may be called only as prescribed in the Certificate of Incorporation.

SECTION 2.8 - NOTICE OF MEETINGS

Except as otherwise required by law, written notice, stating the place, date and time of the meeting, and the general nature of the business to be considered, shall be given to each stockholder entitled to vote thereat at his address as it appears on the records of the corporation, not less than ten nor more than sixty days before the date of the meeting.

ARTICLE III - DIRECTORS

SECTION 3.1- NUMBER

The number of directors which shall constitute the whole Board of Directors shall be determined as prescribed in the Certificate of Incorporation. Directors need not be stockholders.

SECTION 3.2 - VACANCIES

Vacancies (including those created by any increase in the authorized number of directors) may be filled in the manner prescribed by the Certificate of Incorporation. If there are no directors in office, then an election of directors may be held in the manner provided by statute.

SECTION 3.3 - RESIGNATIONS

Any director, member of a committee or other officer may resign at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the President or Secretary. The acceptance of a resignation shall not be necessary to make it effective.

SECTION 3.4 - REMOVAL

Any director or directors may be removed in the manner prescribed by the Certificate of Incorporation.

SECTION 3.5 - POWERS

The Board of Directors shall exercise all of the powers of the corporation except such as are by law, by the Certificate of Incorporation or by these By-Laws conferred upon or reserved to stockholders.

SECTION 3.6 - COMMITTEES

There shall be an Executive Committee as hereinafter in this Section 3.6 provided for and such other committees as the Board of Directors may, by resolution or resolutions passed by a majority of the whole Board, designate, each committee to consist of one or more directors of the corporation and a majority of its members shall constitute a quorum. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member of the committee. In the absence or disqualification of any member of a committee, the members thereof present at any meeting and not disqualified from voting, whether or not he or they then constitute a quorum, may unanimously appoint another member of the Board of Directors to act at such meeting in place of any such absent or disqualified member. The Executive Committee and, to the extent provided in the resolution of the Board of Directors creating such committee, each other committee shall have and may exercise, except as otherwise limited by law, all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation and may authorize the seal of the corporation to be affixed to all papers which may require it; provided, however, that, notwithstanding the foregoing, neither the Executive Committee nor any other committee shall have the power or authority to authorize the purchase or redemption by the corporation of its own shares of capital stock. The committees shall keep regular minutes of their proceedings and report the same to the Board of Directors when required. The Executive Committee shall consist of not more than eight directors. The Chairman of the Board and the President of the corporation shall each be a member of the Executive Committee, ex officio.

SECTION 3.7 - MEETINGS

The Board of Directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

The first meeting of each newly elected Board of Directors for the purpose of organization and the transaction of any business which may come before the meeting may be held immediately after the annual meeting of the stockholders, if a quorum be present, and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting. In the event such meeting is not held immediately after the annual meeting of the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors, or as shall be specified in a written waiver signed by all of the directors.

Regular meetings of the directors may be held without notice at such places and times as shall be determined from time to time by resolution of the directors.

Special meetings of the board may be called by or at the request of the Chairman of the Board, the President or such number of directors as shall constitute at least one-third of the whole Board of Directors on at least two days' notice to each director, either personally or by mail or by telegram.

Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

SECTION 3.8 - QUORUM

A majority of the directors shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute, by the Certificate of Incorporation or by these By-Laws. If at any meeting of the Board there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum is obtained, and no further notice thereof need be given other than by announcement at the meeting which shall be so adjourned.

SECTION 3.9 - COMPENSATION

The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

SECTION 3.10 - ACTION WITHOUT MEETING

Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the board or of such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

SECTION 3.11 - MEETINGS BY CONFERENCE TELEPHONE

Members of the Board of Directors or any committee designated by such board, may participate in a meeting of such board or committee by means of conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other, and participation in such meeting shall constitute presence in person at such meeting.

ARTICLE IV - OFFICERS

SECTION 4.1 - OFFICERS

The officers of the corporation shall be a Chairman of the Board, a Vice Chairman of the Board, a President, a Secretary, a Treasurer and such Vice Presidents, Assistant Secretaries and Assistant Treasurers as the Board of Directors may deem proper. The officers shall be elected at the first meeting of the Board of Directors after each annual meeting. None of the officers of the corporation need be directors except that Chairman and the Vice Chairman of the Board of Directors and the President. Any number of offices may be held by the same person.

SECTION 4.2 - OTHER OFFICERS AND AGENTS

The Board of Directors may appoint such other officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

SECTION 4.3 - SALARIES

The salaries of all officers and agents of the corporation shall be fixed by the Board of Directors.

SECTION 4.4 - TENURE AND REMOVAL

The officers of the corporation shall hold office until their successors are chosen and qualified. Any officer elected by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors in office. Any vacancy occurring in any office of the corporation shall be filled by the Board of Directors.

SECTION 4.5 - CHAIRMAN OF THE BOARD

The Chairman of the Board of Directors shall preside at all meetings of the Board of Directors and shall have and perform such other duties as from time to time may be assigned to him by the Board of Directors.

SECTION 4.6 - VICE CHAIRMAN OF THE BOARD

The Vice Chairman of the Board of Directors shall preside, in the absence of the Chairman of the Board of Directors, at all meetings of the Board of Directors and shall have and perform such other duties as from time to time may be assigned to him by the Board of Directors.

SECTION 4.7 - PRESIDENT

The President shall be chief executive officer of the corporation and shall have all the powers which usually attach or pertain to such office. The President shall preside, in the absence of the Chairman and Vice Chairman of the Board of Directors, at all meetings of the Board of Directors.

SECTION 4.8 -VICE PRESIDENT

In the absence of the President or in the event of his inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Each Vice President shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

SECTION 4.9 - TREASURER

The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the corporation. He shall deposit all moneys and other valuables in the name and to the credit of the corporation in such depositary as may be designated by the Board of Directors.

The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors or the President, taking proper vouchers for such disbursements. He shall render to the President and Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it, an account of all his transactions as Treasurer and of the financial condition of the corporation. If required by the Board of Directors, he shall give the corporation a bond for the faithful discharge of his duties in such amount and with such surety as the board shall prescribe.

SECTION 4.10 - ASSISTANT TREASURER

The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe .

SECTION 4.11 - SECRETARY

The Secretary shall give, or cause to be given, notice of all meetings of stockholders and directors, and all other notices required by law or by these By-Laws, and in case of his absence or refusal or neglect so to do, any such notice may be given by any person thereunto directed by the President, or by the directors, or stockholders, upon whose requisition the meeting is called as provided in these By-Laws. He shall record all the proceedings of the meetings of the corporation and of the directors in a book to be kept for that purpose, and shall perform such other duties as may be assigned to him by the directors or the President. He shall have the custody of the seal of the corporation and shall affix the same to all instruments requiring it, when authorized by the directors or the President, and attest the same.

SECTION 4.12 - ASSISTANT SECRETARY

The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe .

ARTICLE V - PROVISIONS REGARDING STOCK OF CORPORATION

SECTION 5.1 - CERTIFICATES OF STOCK

Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by, the Chairman or Vice Chairman of the Board of Directors or the President or a Vice President, and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the corporation, certifying the number of shares owned by him in the corporation. Where a certificate is countersigned (1) by a transfer agent other than the corporation or its employee, or (2) by a registrar other than the corporation or its employee, any other signature on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

SECTION 5.2 - LOST CERTIFICATE

A new certificate of stock may be issued in the place of any certificate theretofore issued by the corporation, alleged to have been lost or destroyed, and the directors may, in their discretion, require the owner of the lost or destroyed certificate, or his legal representatives, to give the corporation a bond, in such sum as they may direct, to indemnify the corporation against any claim that may be made against it on account of the alleged loss of any certificate or the issuance of any such new certificate.

SECTION 5.3 - TRANSFER OF SHARES

The shares of stock of the corporation shall be transferable only upon its books by the holders thereof in person or by their duly authorized attorneys or legal representatives, and upon such transfer the old certificates shall be surrendered to the corporation by the delivery thereof to the person in charge of the stock and transfer books and ledgers, or to such other person as the directors may designate, by whom they shall be cancelled, and new certificates shall thereupon be issued. A record shall be made of each transfer and whenever a transfer shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer, if when the certificates are presented for transfer both the transferor and the transferee request the corporation to do so.

SECTION 5.4 - STOCKHOLDERS RECORD DATE

In order that the corporation may determine the stockholder entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action.

If no record date is fixed:

(1) The record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.

(2) The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

SECTION 5.5 - REGISTERED STOCKHOLDERS

The corporation shall be entitled to treat the record holder of any shares of stock of the corporation as the owner thereof for all purposes, including all rights deriving from such shares, and shall not be bound to recognize any equitable or other claim to, or interest in, such shares or rights deriving from such shares, on the part of any other person, including, but without limiting the generality thereof, a purchaser, assignee or transferee of such shares or rights deriving from such shares, unless and until such purchaser, assignee, transferee or other person becomes the record holder of such shares, whether or not the corporation shall have either actual or constructive notice of the interest of such purchaser, assignee, transferee or other person. Any such purchaser, assignee, transferee or other person shall not be entitled to receive notice of the meetings of stockholders; to vote at such meetings; to examine a complete list of the stockholders entitled to vote at meetings; or to own, enjoy, and exercise any other property or rights deriving from such shares against the corporation, until such purchaser, assignee, transferee or other person has become the record holder of such shares.

SECTION 5.6 - DIVIDENDS

Subject to the provisions of the Certificate of Incorporation and any resolution of the Board of Directors providing for the issue of any preferred stock adopted pursuant thereto, the Board of Directors may, out of funds legally available therefor at any regular or special meeting, declare dividends upon the capital stock of the corporation as and when they deem expedient. Before declaring any dividend there may be set apart out of any funds of the corporation available for dividends, such sum or sums as the directors from time to time in their discretion deem proper for working capital or as a reserve fund to meet contingencies or for equalizing dividends or for such other purposes as the directors shall deem conducive to the interests of the corporation.

ARTICLE VI - INDEMNIFICATION

SECTION 6.1

To the extent permitted by Delaware law from time to time in effect and subject to the provisions of Section 6.4 of this Article, the corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

SECTION 6.2

To the extent permitted by Delaware law from time to time in effect and subject to the provisions of Section 6.4 of this Article, the corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

SECTION 6.3

To the extent that a director, officer, employee or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 6.1 and 6.2, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith.

SECTION 6.4

Any indemnification under Section 6.1 and 6.2 of this Article (unless ordered by a court) shall be made by the corporation only upon a determination in the specific case that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in said Sections 6.1 and 6.2. Such determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, (2) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, (3) if such quorum is not obtainable, or, even if obtainable and a quorum of disinterested directors so directs, by independent legal counsel (compensated by the corporation) in a written opinion, or (4) by the stockholders.

SECTION 6.5

Expenses (including attorneys' fees) incurred in defending a civil, criminal, administrative or investigative action, suit or proceeding, or threat thereof, shall be paid or reimbursed by the corporation promptly upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized in this Article.

SECTION 6.6

The indemnification and advancement of expenses provided by the other Sections of this Article shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any agreement, vote of stockholders, disinterested directors, or otherwise, both as to action in this official capacity and as to action in another capacity while holding such office.

SECTION 6.7

The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this Article or of the General Corporation Law of the State of Delaware.

SECTION 6.8

For purposes of this Article references to "the corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees and agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.

SECTION 6.9

For purposes of this Article, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to "serving at the request of the corporation" shall include any service as a director, officer, employee or agent of the corporation which imposes duties on or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the corporation" as referred to in this Article.

SECTION 6.10

The indemnification and advancement of expenses provided by this Article shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

ARTICLE VII - GENERAL PROVISIONS

SECTION 7.1 - SEAL

The Corporate seal shall be circular in form and shall contain the name of the corporation and the words "CORPORATE SEAL DELAWARE". Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

SECTION 7.2 - FISCAL YEAR

The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.

SECTION 7.3 - CHECKS

All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation, and in such manner as shall be determined from time to time by resolution of the Board of Directors.

SECTION 7.4 - NOTICE

Whenever, under the provisions of the statutes or of the Certificate of Incorporation or of these By-laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.

SECTION 7.5 - WAIVER OF NOTICE

Whenever any notice is required to be given under the provisions of the statutes or of the Certificate of Incorporation or of these By-Laws, a written waiver thereof, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors or members of a committee of directors need be specified in any written waiver of notice.

ARTICLE VIII - AMENDMENTS

SECTION 8.1 - BY-LAW AMENDMENTS

The Board of Directors, by resolution adopted by the affirmative vote of at least a majority of all members thereof, shall have concurrent power with the stockholders to adopt, amend or repeal the By-Laws of the corporation; provided, however, that the By-Laws of the corporation shall not be adopted, amended or repealed by the stockholders except by the affirmative vote of the holders of at least 67% of the voting power of the then outstanding shares of capital stock of the corporation entitled to vote generally in the election of directors, voting together as a single class (it being understood that, for purposes of this Section 8.1, each share of such capital stock shall have the number of votes granted to it pursuant to the Certificate of Incorporation), and such affirmative vote shall be required notwithstanding the fact that a lesser percentage may be specified by law or in any agreement with any national securities exchange or otherwise.

EX-10

Exhibit 10

First Midwest Bancorp, Inc.


Amended and Restated

Non-Employee Directors' 1997 Stock Option Plan

.	Plan Document . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	A
.	Summary Description . . . . . . . . . . . . . . . . . . . . . . . . .	B
.	How to Exercise Your Stock Options . . . . . . . . . . . .	C

August 31, 2000

First Midwest Bancorp, Inc.
Amended and Restated

Non-Employee Directors' 1997 Stock Option Plan


* * * * *

PLAN DOCUMENT

August 31, 2000

First Midwest Bancorp, Inc.
Amended and Restated
Non-Employee Directors' 1997 Stock Option Plan

Plan Document

Table of Contents

Section 1 - Establishment, Purpose and Effective Date of Plan .......................................................		1
	1.1 - Establishment ...............................................................................................................	1
	1.2 - Purpose .........................................................................................................................	1
	1.3 - Effective Date ..............................................................................................................	1
Section 2 - Definitions ......................................................................................................................		1
Section 3 - Eligibility ........................................................................................................................		2
Section 4 - Shares of Common Stock Available ..............................................................................		2
	4.1 - Number ........................................................................................................................	2
	4.1 - Unused Stock ...............................................................................................................	2
	4.3 - Adjustment in Capitalization .......................................................................................	2
Section 5 - Director Options .............................................................................................................		2
	5.1 - Grant and Eligibility ....................................................................................................	2
	5.2 - Director Option Agreement .........................................................................................	3
	5.3 - Tax Status .....................................................................................................................	3
	5.4 - Option Price and Payment ...........................................................................................	3
	5.5 - Vesting and duration of Options ..................................................................................	3
	5.6 - Delivery of Certificate .................................................................................................	3
Section 6 - Coordination with 1989 Omnibus Stock and Incentive Plan .........................................		4
	6.1 - Change in Control ........................................................................................................	4
	6.2 - Limited Transferability of Operations Beneficiary Designations ................................	4
Section 7 - Amendment and Termination .........................................................................................		4
Section 8 - Miscellaneous .................................................................................................................		4
	8.1 - Rights of Directors .......................................................................................................	4
	8.2 - Indemnification ............................................................................................................	4
	8.3 - Requirements of Law ...................................................................................................	5
	8.4 - Governing Law ............................................................................................................	5
	8.5 - Administration .............................................................................................................	5

FIRST MIDWEST BANCORP, INC.
AMENDED AND RESTATED
NON-EMPLOYEE DIRECTORS' 1997 STOCK OPTION PLAN
Plan Document

Section 1. Establishment, Purposes and Effective Date of Plan

1.1 Establishment. First Midwest Bancorp, Inc., a Delaware corporation, hereby amends and restates the "NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN" (the "Plan"). The Plan provides for the grant of nonqualified stock options to the Company's Non-Employee Directors.

1.2 Purposes. The purpose of the Plan is to advance the interests of the Company and its stockholders by augmenting the Company's traditional compensation program for Non-Employee Directors with awards of nonqualified stock options, thereby increasing their stake in the future growth and prosperity of the Company, and furthering the Directors' identity of interest with those of the Company's stockholders. By thus compensating Non-Employee Directors, the Company seeks to attract, retain, compensate and motivate those highly competent individuals whose judgment, initiative, leadership, and efforts are important to the success of the Company.

1.3 Effective Date. The effective date of this Amended and Restated Plan is February 16, 2000.

Section 2. Definitions

As used herein, the following terms shall have the meanings hereinafter set forth:

(a) "Board" means the Board of Directors of the Company.

(b) "Code" means the Internal Revenue Code of 1986, as amended.

(c) "Common Stock" or "Share" means the Common Stock, par value $.01 per share, of the Company or such other class of shares or other securities as may be applicable pursuant to the provisions of subsection 4.3.

(d) "Company" means First Midwest Bancorp, Inc., a Delaware corporation.

(e) "Director Options" means options granted hereunder to Non-Employee Directors.

(f) "Effective Date" means February 16, 2000, the date on which the Plan was approved by the Board.

(g) "Exchange Act" means the Securities Exchange Act of 1934, as amended.

(h) "Fair Market Value" means, as to any date, the average of the highest and lowest prices of a share of Common Stock as reported in the consolidated tape of the NASDAQ Stock Market. In the event there are no transactions reported for such date, the Fair Market Value shall be determined as of the immediately preceding date on which such prices of Common Stock are so quoted.

(i) "Grant Date" means, with respect to the annual grant of Directors Options described in Section 5.1(a) means with respect to each individual who is a Non-Employee Director, the date of the first regularly-scheduled Board meeting held in each calendar year (generally in February), beginning with the first Board meeting held in 2000. With respect to any individual who first becomes a Non-Employee Director after the date of the first Board meeting held in 2000, the date the individual first becomes a Non-Employee Director shall also be a Grant Date. In addition, Grant Date shall mean any other date on which a Director Option is granted to a Non-Employee Director pursuant to Section 5.1(b).

(j) "Non-Employee Director", with respect to the grant of Directors Options hereunder, means any person who is a member of the Board and who is not, as of the Grant Date, an employee of the Company or any of its subsidiaries. A Non-Employee Director who, with the approval of the Board of Directors, enters into a"Continuing Participant Agreement" with the Company effective upon such person ceasing to be a member of the Board shall continue to be deemed to be a Non-Employee Director for purposes of the Plan and shall not be deemed to incur a cessation of directorship during the term of such "Continuing Participant Agreement" [Adopted by Amendment dated June 21, 2000].

Section 3. Eligibility

Each Non-Employee Director as of the Effective Date and each person who becomes a Non-Employee Director after the Effective Date shall be eligible to participate in the Plan.

Section 4. Shares of Common Stock Available

4.1 Number. The total number of shares of Common Stock of the Company subject to issuance under the Plan, and subject to adjustment upon occurrence of any of the events indicated in subsection 4.3, may not exceed 225,000. The Shares to be delivered under the Plan may consist, in whole or in part, of authorized but unissued stock or treasury stock not reserved for any other purpose.

4.2 Unused Stock. In the event any shares of Common Stock that are subject to an Director Option which, for any reason, expires, terminates or is canceled as to such shares, such shares again shall become available for issuance under the Plan.

4.3 Adjustment in Capitalization. In the event of any change in the outstanding shares of Common Stock by reason of a Common Stock dividend or split, recapitalization, merger, consolidation, combination, exchange of shares, or other similar corporate change, the aggregate number of shares of Common Stock subject to Director Options to be granted or outstanding pursuant to Section 5 hereof, and/or the stated option price, shall be appropriately adjusted by the Board, whose determination shall be conclusive; provided, however, that fractional shares shall be rounded to the nearest whole share.

Section 5. Director Options

5.1 Grant and Eligibility.

(a) On each Grant Date applicable to this Section 5.1(a) which occurs after the Effective Date, Director Options for the purchase of shares of Common Stock will be granted to each individual who is a Non-Employee Director. The number of shares of Common Stock subject to each Director Option shall be determined by dividing (a) the average cash compensation earned by the Non-Employee Directors during the calendar year immediately preceding the calendar year in which the Grant Date occurs, by (b) the dollar value of a Director Option to purchase one share of Common Stock on the Grant Date (provided, however,

that such number of Shares shall be rounded down to the nearest whole Share). Such dollar value shall be based on utilization of the Black-Scholes or other appropriate pricing model on the basis used with respect to the determination of option awards under the Omnibus Plan (as defined below).

(b) Director Options may be granted to Non-Employee Directors at any time and from time to the time as the Board shall determine.

5.2 Director Option Agreement. Each Director Option shall be evidenced by a Director Option Agreement that shall specify the option price, the duration of the option, the number of shares of Common Stock to which the option pertains, and such other provisions as the Board shall determine.

5.3 Tax Status. Director Options shall be options in the form of nonqualified stock options which are intended not to fall under the provisions of Code Section 422.

5.4 Option Price and Payment. The option price of each share of Common Stock subject to a Director Option shall be 100% of the Fair Market Value on the Grant Date. Director Options shall be exercised by the delivery of a written notice to the Company setting forth the number of shares of Common Stock with respect to which the option is to be exercised, accompanied by full payment for the Shares. Upon exercise of any Director Option, the option price shall be payable to the Company in full either (a) in cash or its equivalent (including for this purpose, the proceeds from a cashless exercise as permitted under the Federal Reserve Board's Regulation T, or other borrowed funds), or (b) by tendering previously-acquired Common Stock held for six months or longer having an aggregate Fair Market Value at the time of exercise equal to the total option price (including for this purpose Shares deemed tendered by affirmation of ownership), or (c) by a combination of (a) and (b). Notwithstanding the foregoing, the exercise price payable upon the exercise of a Director Option by a Non-Employee Director who has a deferral election in effect under the Company's Nonqualified Stock Option - Gain Deferral Plan or similar plan (the "Gain Deferral Plan"), shall be made solely by tendering previously-acquired Shares in accordance with clause (b) above.

5.5 Vesting and Duration of Options. Each Director Option shall vest and become exercisable in full upon the first to occur of (a) the expiration of one year after the Grant Date with respect to the Director Options described in Section 5.1(a) or six months after the Grant Date with respect to any other Director Options, unless prior thereto the Non-Employee Director has ceased to be a director for any reason other than death or disability, (b) the death or disability of the Non-Employee Director, or (c) a Change-in-control (as provided in Section 6.1 hereof). Once vested, Director Options shall expire upon the date which is three years following termination of the Director's Board membership for any reason; provided, however, in no event may any Director Option be exercised beyond the tenth anniversary of its Grant Date, or such shorter period which may be set forth in the Director Option Agreement.

5.6 Delivery of Certificate. As soon as practicable after receipt of each notice of exercise and full payment of the exercise price, the Company shall deliver to the Non-Employee Director a certificate or certificates representing acquired shares of Common Stock. Notwithstanding the foregoing, in the event the Non-Employee Director has in effect a deferral election under the Gain Deferral Plan, the Company shall deliver to the trustee of the trust established under the Gain Deferral Plan, a certificate or certificates representing such number of Shares determined by dividing (a) the excess of the (i) Fair Market Value of the Shares purchased pursuant to the option exercise, over (ii) the exercise price for the Shares purchased, by (b) the Fair Market Value of one Share. The Company shall deliver a certificate or certificates for the remainder of the Shares, representing Shares with a Fair Market Value equal to the option exercise price paid. For purposes of the foregoing, Fair Market Value shall be determined on the date the Director Option is exercised.

Section 6. Coordination with 1989 Omnibus Stock and Incentive Plan

The following provisions of the Company's 1989 Omnibus Stock and Incentive Plan, as from time to time amended (the "Omnibus Plan"), shall be applicable to the Director Options as if such provisions were set forth in this Plan in full:

6.1 Change-in-Control. For purposes of this Plan, a "Change-in-Control" shall be deemed to have occurred on the date a Change-in-Control occurs under the Omnibus Plan. Notwithstanding any other provision of the Plan, if a Change-in-Control occurs, then each Director Option shall become fully vested and exercisable as of the date of the Change-in-Control.

6.2 Limited Transferability of Options; Beneficiary Designations. No Director Option granted under this Plan may be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, otherwise than by will or the laws of descent and distribution. Notwithstanding the foregoing, the Board may, in its discretion, authorize all or a portion of the Director Options to be on terms which permit the transfer by the Non-Employee Director to the extent the Committee under the Omnibus Plan may permit such transfers. Non-Employee Directors may designate beneficiaries with respect to Director Options granted hereunder on the same basis as applicable to options under the Omnibus Plan.

Section 7. Amendment and Termination

The Board, or any committee to the extent authorized by the Board, may make such modifications to, or may terminate, the Plan as it shall deem advisable; provided, however, that except as contemplated by Section 4.3, no modification shall increase this number of Shares subject to issuance under the Plan without approval of the Company's shareholders; and provided, further, that no modification or termination shall adversely affect the rights under any Director Options then outstanding without the written consent of the holder.

Section 8. Miscellaneous

8.1 Rights of Directors. Neither the Plan nor any action taken hereunder shall be construed as giving any Non-Employee Director any right to continue to serve as a Director of the Company or otherwise to be retained in the service of the Company.

8.2 Indemnification. Each person who is or shall have been a member of the Board shall be indemnified and held harmless by the Company against and from any loss, cost, liability or expense that may be imposed upon or reasonably incurred by him in connection with or resulting from any claim, action, suit or proceeding to which he may be a party or in which he may be involved by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid by him in settlement thereof, with the Company's approval, or paid by him in satisfaction of any judgment in any such action, suit or proceeding against him, provided he shall give the Company an opportunity, at its expense, to handle and defend the same before he undertakes to handle and defend it on his own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company's Certificate of Incorporation or Bylaws, as a matter of law or otherwise, or any power that the Company may have to indemnify them or hold them harmless.

8.3 Requirements of Law. The granting of Director Options and the issuance of shares of Common Stock with respect to an option exercise, shall be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

8.4 Governing Law. The Plan, and all agreements hereunder, shall be construed in accordance with and governed by the laws of the State of Delaware.

8.5 Administration. The Board may establish such rules and regulations with respect to the proper administration of the Plan as it may determine, and may amend or revoke any rule or regulation so established. This Plan shall be interpreted by and all questions arising in connection therewith shall be determined by a majority of the Board, whose interpretation or determination, when made in good faith, shall be conclusive and binding.

First Midwest Bancorp, Inc.
Amended and Restated

Non-Employee Directors' 1997 Stock Option Plan



* * * * *

SUMMARY DESCRIPTION

THIS DOCUMENT (INCLUDING THE APPENDICES HERETO) CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.

THE DATE OF THIS SUMMARY DESCRIPTION IS AUGUST 31, 2000.

FIRST MIDWEST BANCORP, INC.

Amended and Restated

Non-Employee Directors' 1997 Stock Option Plan

SUMMARY DESCRIPTION

Table of Contents

		Page
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Available information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Resale of shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		2
Appendix A - General Information Regarding Director Stock Option Grants	A - 1 to A - 3
Appendix B - General Information Regarding Reload Stock Options . . . . . . .	B - 1 to B - 4
Appendix C - General Information Regarding Transferability of Director                  Stock Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	C - 1 to C - 2
Appendix D -General Information Regarding Director Stock Option Loan                  Program . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	D - 1 to D - 2
Appendix E - General Information Regarding Nonqualified Stock Option Gain                  Deferral Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	E - 1 to E - 2

FIRST MIDWEST BANCORP, INC.

Amended and Restated

Non-Employee Directors' 1997 Stock Option Plan

SUMMARY DESCRIPTION

* * * * *
Introduction

In May, 1997 the Board of Directors of First Midwest Bancorp, Inc. ("First Midwest" or Company") established the First Midwest Bancorp, Inc. Non-Employee Directors' 1997 Stock Option Plan (the "Plan"). The Plan was amended and restated on February 16, 2000 and presented to the shareholders for approval at the April 19, 2000 Annual Shareholders Meeting.

The Plan permits the granting of 225,000 nonqualified stock options. The purpose of the Plan is to advance the interests of First Midwest by encouraging the acquisition of an equity interest by Directors and by enabling the Company to attract and retain the services of Directors.

This Summary Description including Appendices A through E attached hereto, sets forth general information relating to nonqualified stock options granted under the Plan and supercedes any other prior Summary Description of the Plan. This Summary Description should be read in conjunction with the information incorporated by reference therein, as well as the text of the Plan to which reference is made.

Available Information

The Company has filed a Registration Statement with the Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 (the "Securities Act") with respect to the shares of Common Stock which may be issued under the Plan. Pursuant to the rules of the SEC, this Summary Description does not contain all of the information set forth in the Registration Statement and exhibits thereto, to which reference is made.

The Company will provide, without charge, to each person to whom this Summary Description is delivered, upon written or oral request of such person, a copy of any and all of the following documents which have been incorporated by reference into the Registration Statement:

- The Company's latest Annual Report on Form 10-K filed with the SEC.

- All quarterly and other reports filed by the Company with the SEC pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act").

- The description of the Company's Company Stock and its Preferred Share Purchase Rights contained in applicable registration statements and other reports filed by the Company with the SEC under Section 12 of the Exchange Act.

In addition, a copy of First Midwest's most recent Annual Report to Stockholders accompanies this Summary Description or has been furnished previously. The Company will provide to each Director who has received this Summary Description copies of all reports, proxy statements and other

communications distributed by the Company to its stockholders generally. In the event a recipient of this Summary Description misplaces any such documents, another will be furnished, without charge, upon written request.

Requests for copies of any of the documents referred to above, or any questions regarding the Plan or its administration, should be directed to the Office of the Corporate Controller, First Midwest Bancorp, Inc. 300 Park Blvd., Suite 405, Itasca, IL 60143 (telephone (630) 875-7459).

Resale of Shares

The Plan does not apply any specific restrictions on the resale of shares of Common Stock issued to Directors under the Plan. However, the Securities Act and Exchange Act may impose certain limitations on such resale.

Under the Securities Act, all Directors of the Company may be deemed to be "affiliates" of the Company for purposes of the Securities Act. Because such affiliates are so closely identified with the Company, sales of Common Stock by such persons may be deemed to be sales of Common Stock by the Company. Rule 144, promulgated under the Securities Act, sets forth a "safe harbor" procedure for affiliates to sell shares yet not have the sale be deemed a distribution of Common Stock on behalf of the Company. Rule 144 restricts the number of shares of Common Stock which may be sold by an affiliate during any 90-day period, designates a manner of sale and requires the filing of a notice of proposed sale with the SEC. Any affiliates of the Company should consult with a qualified legal advisor regarding his or her own situation before making any resales of Common Stock issued pursuant to the Plan.

Section 16(b) of the Exchange Act provides that, in certain circumstances, the profit realized by an affiliate of the Company on the purchase and sale, or sale and purchase, of Common Stock within a six-month time frame, is recoverable by the Company from the affiliate if it is a prohibited "short-swing profit". Accordingly, Directors of the Company should review the implications of the "short-swing profit" prohibitions prior to exercising any rights pursuant to any awards received under the Plan or prior to disposing of any shares of Common Stock purchased or otherwise received under the Plan. General information about the applicability of Section 16(b) and the rules promulgated thereunder to the particular forms of awards granted under the Plan is included in the applicable Appendix describing such awards.

First Midwest Bancorp, Inc.
Amended and Restated


Non-Employee Directors' 1997 Stock Option Plan


SUMMARY DESCRIPTION

* * * * *

APPENDIX A

GENERAL INFORMATION

REGARDING

DIRECTOR STOCK OPTION GRANTS

August 31, 2000

FIRST MIDWEST BANCORP, INC.

Amended and Restated

Non-Employee Directors' 1997 Stock Option Plan

SUMMARY DESCRIPTION

* * * * *

APPENDIX A

GENERAL INFORMATION PERTAINING TO
DIRECTOR STOCK OPTION GRANTS

Introduction

Nonqualified stock options are granted to Non-Employee Directors ("Directors") on each grant date, as defined in the Plan. Generally, the grant date will be the date of the first regularly scheduled Board Meeting held in each calendar year. With respect to any individual who becomes a Director after the date of such first Board Meeting, the date the individual first becomes a Director shall also be a grant date, and the stock options granted will be pro-rated.

Calculation and Exercise Price of Director Stock Option Grants

Director stock option grants are expressed as the number of shares of First Midwest Common Stock (the "Common Stock") that may be purchased by such grant. The number of shares of Common Stock subject to each Director stock option grant is determined by dividing the average cash compensation earned by Directors during the prior calendar year by the dollar value of a Director stock option to purchase one share of Common Stock on the date of the grant. The dollar value for purposes of this calculation will be based on utilization of the Black-Scholes pricing model. The option exercise price of each share of Common Stock subject to a Director stock option shall be 100% of the fair market value of the Common Stock on the grant date. The fair market value is the average of the high and low sale prices for the Common Stock as quoted by NASDAQ on the date of the grant.

In the event of any change in outstanding shares of Common Stock by reason of a stock dividend, split or similar corporate change, the aggregate number of shares of Common Stock subject to each outstanding Director stock option grant, and the stated exercise price, shall be adjusted.

Exerciseability of Director Stock Options

Except as otherwise approved, Director stock options shall be exercisable (i.e. vested) as follows:

.	No options are exercisable until one year following the date of the grant.
.	One year following the date of the grant, the option is exercisable with respect to 100% of the number of shares of Common Stock covered thereby.
.	Upon the death or disability of the Director, or upon a change-in-control of First Midwest, as defined in the Plan, all options will be immediately exercisable in full.

The options expire ten years after the date of the grant. If the Director's Board membership terminates prior to the expiration date, the options, to the extent exercisable as of the date of such termination will remain exercisable for 3 years after the date on which membership is terminated and will then expire. However, if the Director enters into a "Continuing Participant Agreement" with First Midwest which is approved by the Board of Directors, as described below, such Director's Board membership will not be deemed to have terminated for purposes of the Plan.

However, in no event may the Director stock option be exercised beyond its ten year expiration date.

Director Stock Option Grant Letter Agreement

Within a reasonable period of time after each Director stock option grant is approved by the Committee, a Letter Agreement between First Midwest and the Director will be executed along with the appropriate beneficiary forms. The Director will also be supplied with forms and other information related to the procedures for the exercise of options.

Continuing Participant Agreement

For purposes of the Plan, a Director's directorship will not be deemed to have terminated, and in stead will be deemed to be continuing, during any period during which such Director is a party to a written Continuing Participant Agreement with the Company that was approved by the Board of Directors.

Federal Income Tax Considerations

The following is a brief summary of the principal income tax consequences under the Internal Revenue Code of 1986, as amended (the "Code") relating to nonqualified stock options granted under the Plan. This summary is not intended to be exhaustive and, among other things, does not describe the impact of any state and local taxes.

General - In general, a Director will not realize income for federal income tax purposes at the time a Director stock option is granted. The Director will recognize ordinary income upon exercise of the Director stock option in an amount equal to the difference between the aggregate exercise price paid for the shares of Common Stock purchased and the fair market value of such shares as of the date of exercise. Upon disposition of the shares acquired upon exercise, appreciation (or depreciation) after the date of exercise will be treated as either short-term or long-term capital gain (or loss) depending upon the holding period of the shares sold.

The Plan allows Directors to pay for the exercise price of nonqualified stock options by surrendering shares of Common Stock that the Director currently owns having a fair market value equal to such exercise price if such shares have been held for at least 6 months prior to the date of exercise (the "previously acquired shares"). If the Director pays the exercise price, in full or in part, with previously acquired shares of Common Stock, the use of such shares will not affect the tax treatment of the exercise. No gain or loss will be recognized with respect to the shares of Common Stock tendered to the Company in payment of the exercise price or with respect to the equivalent number of shares of Common Stock issued in connection with the option exercise. Such number of shares of Common Stock received upon exercise will have the same basis and holding period for purposes of determining capital gain or loss upon subsequent disposition as did the previously acquired shares. The shares of Common Stock received upon exercise in excess of the number of previously acquired shares tendered will have a basis equal to the fair market value of such previously acquired shares as of the date ordinary income is recognized with respect to the option exercise and the holding period will commence on that date

To the extent that the Director recognizes ordinary income on the exercise of the option, the Company will be entitled to a tax deduction in an amount equal to the amount of ordinary income recognized.

No Withholding Taxes Due on Exercise - No withholding taxes (either income or FICA/Medicare) are due on the exercise of Director stock options. This tax treatment is the same as that applied to Directors' fees, where no tax withholding is required. A Form 1099 will be issued to Directors exercising stock options for the calendar year in which the exercise occurs.

Accordingly, Directors should be aware that estimated tax payments may be required for the years in which Director stock options are exercised.

Section 16 of the Exchange Act

In general, an affiliate subject to the reporting obligations of Section 16(a) and the short-swing profit recovery provisions of Section 16(b) of the Exchange Act will be deemed to have "purchased" shares of Common Stock as of the date any stock option is granted to the affiliate. Such purchase will, however, generally be exempt from reporting and from any short-swing profit recovery. Such options should, however, be reported on the first Form 4 or Form 5 filed by the affiliate following the date of grant. The exercise of a Director stock option is not considered a "purchase" for purposes of the short-swing profit recovery rules, but must be reported on a Form 4 by the 10th day of the month following the option exercise. Any subsequent sale of the shares received is a reportable transaction that can give rise to a short-swing profit recovery. Affiliates are encouraged to consult with the Corporate Secretary of the Holding Company regarding the Form 4 and Form 5 reporting and short-swing profit recovery implications of the exercise and subsequent sale of shares of Common Stock prior to any such exercise or sale.

First Midwest Bancorp, Inc.
Amended and Restated


Non-Employee Directors' 1997 Stock Option Plan




SUMMARY DESCRIPTION

* * * * *

APPENDIX B

GENERAL INFORMATION

REGARDING

RELOAD STOCK OPTIONS

August 31, 2000

FIRST MIDWEST BANCORP, INC.

Amended and Restated

Non-Employee Directors' 1997 Stock Option Plan

SUMMARY DESCRIPTION

* * * * *

APPENDIX B

GENERAL INFORMATION REGARDING
RELOAD STOCK OPTIONS

Introduction

Reload Stock Options may be granted to Directors at any time and on such terms as set forth by the Board of Directors of First Midwest Bancorp, Inc. (the "Board"). The Board has determined that Reload Stock Options ("Reloads") will be granted at such times and under such terms as discussed in the sections below.

Definition and Purpose of Reload Stock Options

First Midwest's Director Stock Option Letter Agreements provide that First Midwest Common Stock may be used as consideration for the exercise price of option exercises.

As part of its program to encourage ownership of Common Stock by its Directors, the Board approved the granting of Reloads when Common Stock is tendered as consideration for a Director stock option exercise. The purpose of granting Reloads is to enable the Director to maintain the same "upside potential" when tendering Common Stock to pay for the exercise price. The benefit to First Midwest through the granting of Reloads and the holding requirements of the underlying shares imposed thereon are not only increased ownership on the part of the Director but also the realization of a tax benefit by the Company from such exercise.

Eligibility for Reload Options

Reloads will be granted only to active Directors; retired Directors are not eligible. Reloads will be granted only for shares tendered in an option exercise that are already owned for at least 6 months prior to the option exercise. Shares tendered for option exercises will be considered as newly-held for purposes of the 6 month holding rule and may not be used for a subsequent option exercise for at least 6 months. A Director stock option grant will be reloaded only three times.

Date of the Reload Option Grant

The date of the Reload grant will be the same date on which the Common Stock is tendered in consideration for the Director stock option exercise. Until the Board determines otherwise, Reloads will be granted, and canceled if appropriate (see below), automatically, with no further action by the Board required.

Reload Option Price

The Reload exercise price will be the average of the high and low market prices quoted on the NASDAQ National Market System on the date of the option exercise for which Common Stock is used as consideration and the Reload is granted. This also represents the methodology used for valuing the Common Stock used for option exercise consideration and for the annual granting of Director stock options.

Reload Option Term

The term, or maturity, of the Reload will be the same as the remaining term of the underlying Director stock option that is exercised.

Reload Option Vesting

Reloads will vest on a date that is the earlier of 6 months after the Reload is granted or 30 days prior to the expiration of the underlying Director stock option for which the Reload is granted.

Reload Option Cancellation

If any Common Stock is sold by a Director who receives Reloads while such Director holds unvested Reloads, a like number of the unvested Reloads will be canceled. The cancellation will be first applied to the unvested Reloads with the longest remaining term. Once vested, the Reload will only be canceled to the extent the Director sells the Common Stock that was received when the underlying option was exercised. Since the purpose of granting Reloads is to enable a Director to maintain the same upside potential on Common Stock, any voluntary reduction in such upside potential (through the sale of Common Stock by the Director) should be reflected by a like reduction in the Reloads held by the Director.

Examples of Reload Stock Option Grants

Pages B - 3 and B - 4 are examples of Reloads granted in both taxable stock option exercises and stock option exercises under the Nonqualified Stock Option Gain Deferral Plan (see Appendix D to the Summary Description).

Actions Necessary To Be Granted Reload Stock Options

Until the Board amends or modifies the Reload feature, Reloads will automatically be granted upon the exercise of Director stock options where the purchase price is paid with Common Stock held 6 months or longer. The Reload will be made in the form of a Letter Agreement (similar to the Director Letter Agreement) which will be provided to the Director within 30 days after the eligible exercise.

Example of Reload Stock Option Grants
Taxable Option Exercises

Note: Reload Stock Option Grants are only applicable to stock option exercises in which FMBI Common Stock is tendered for payment of the option exercise price.

P FMBI Stock Price is $50 per share.

P Director does not elect gain deferral and owns 680 shares of FMBI (with a holding period of 6+ months).

P Options (1800) to be exercised are as follows:

(a) 500 options @$10;	exp. date 1999;	exercise price $5,000;	Profit-$20,000
(b) 1,000 options @ $20;	exp. date 2000;	exercise price $20,000;	Profit-$30,000
(c) 300 options @ $30;	exp. date 2001;	exercise price $9,000;	Profit- $6,000

P FMBI stock required to exercise all 1,800 options:

$34,000 exercise price / $50 FMV = 680 shares tendered for exercise

P Director receives 1,800 shares of FMBI Common Stock.

P Reduction in Director's "upside potential" before and after exercise is 680 shares, as follows:

	Before Exercise	After Exercise
Outstanding Options	1,800	---
Shares tendered for option exercise	680	---
Shares received from option exercise	--	1,800
Total	2,480	1,800

P Reload Options granted at $50 per share applicable to the exercise price are as follows:

Expiration Date	Reload Options Granted	Methodology
1999	100	Exercise price of each grant exercised / total exercise price x reduction in upside potential (680 shares).
2000	400
2001	180
Total	680

Example of Reload Stock Option Grants

Option Exercises under Gain Deferral Plan

Note: Reload Stock Option Grants are only applicable to stock option exercises in which FMBI Common Stock is tendered for payment of the option exercise price.

P FMBI Stock Price is $50 per share.

P Director elects gain deferral and owns 680 shares of FMBI (with a holding period of 6+ months).

P Options (1800) to be exercised are as follows:

(a) 500 options @$10;	Exp. date 1999;	exercise price $5,000;	Profit -$20,000
(b) 1,000 options @ $20;	Exp. date 2000;	exercise price $20,000;	Profit -$30,000
(c) 300 options @ $30;	Exp. date 2001;	exercise price $9,000;	Profit- $6,000

. FMBI stock required to exercise all 1,800 options (which are then immediately returned to Director under terms of the tax-free exchange):

$34,000 exercise price / $50 FMV = 680 shares

P "Profit Shares" to be deposited in the Gain Deferral Plan:

$56,000 profit / $50 FMV = 1,120 shares

P Reduction in Director's "upside potential" before and after exercise is 680 shares as follows:

	Before Exercise	After Exercise
Outstanding Options	1,800	---
Shares tendered for option exercise	680	680
Shares in Gain Deferral Plan	--	1,120
Total	2,480	1,800

P Reload Options granted at $50 per share applicable to the exercise price are as follows:

Expiration Date	Reload Options Granted	Methodology
1999	100	Exercise price of each grant exercised / total exercise price x reduction in upside potential (680 shares).
2000	400
2001	180
Total	680

First Midwest Bancorp, Inc.
Amended and Restated

Non-Employee Directors' 1997 Stock Option Plan


SUMMARY DESCRIPTION

* * * * *

APPENDIX C

GENERAL INFORMATION

REGARDING

TRANSFERABILITY OF

DIRECTOR STOCK OPTIONS

August 31, 2000

FIRST MIDWEST BANCORP, INC.

Amended and Restated

Non-Employee Directors' 1997 Stock Option Plan

SUMMARY DESCRIPTION

* * * * *
APPENDIX C

GENERAL INFORMATION REGARDING
TRANSFERABILITY OF DIRECTOR STOCK OPTIONS

Purpose of Stock Option Transferability

Transferability of stock options by Directors of First Midwest who hold stock options enables Directors to enhance the after-tax value of stock options by allowing maximum flexibility for gift and estate tax planning purposes.

Eligibility to Transfer Stock Options

In order to transfer stock options in accordance with the requirements outlined below, the Director must be an active Director of First Midwest; retirees are not eligible.

Requirements for Transferability

For Directors transferring stock options, the following requirements must be meet:

1.	Transferability is limited to immediate family members only, as defined in the Plan.
2.	The transfer must be a bonafide gift that is not made in exchange for any consideration.
3.	The transferred option will continue to be subject to the same terms and conditions which were applicable prior to the transfer such as vesting requirements and expiration dates.

Example of a Stock Option Transfer

The following is an example of the steps necessary to affect a stock option transfer:

1.	Based upon restrictions outlined in the Plan and the Letter Agreement, a Director will assign the stock option to a family member - donee and pay all appropriate gift taxes.
2.	The potential appreciating asset represented by the stock option is thereby removed from the estate of the Director - donor through the transfer to the family member.
3.	Prior to the stock option expiration datem the family member can exercise the stock option.
4.	After the stock option exercise, if the shares of First Midwest are retained by the family member exercising the stock option, such shares may be considered "restricted" stock and subject to SEC Rules 144 and 145 governing resale. The First Midwest Corporate Secretary should be contacted if the family member wishes to resell such shares.

Tax Considerations

As noted above, transfer of options is intended to provide flexibility to Directors with regard to gift and estate planning purposes. The tax rules governing the transfer of options are complex. Accordingly a Director considering a transfer of options should consult with his or her tax advisor prior to initiating an option transfer.

Actions Necessary to Make a Stock Option Transfer

If a Director wishes to make a transfer of stock options (whether vested or unvested), he/she should contact the Corporate Controller of First Midwest who will initiate the appropriate transfer documentation.

First Midwest Bancorp, Inc.
Amended and Restated

Non-Employee Directors' 1997 Stock Option Plan

SUMMARY DESCRIPTION

* * * * *

APPENDIX D

GENERAL INFORMATION

REGARDING

DIRECTOR STOCK OPTION LOAN PROGRAM

August 31, 2000

FIRST MIDWEST BANCORP, INC.

Amended and Restated

Non-Employee Directors' 1997 Stock Option Plan

SUMMARY DESCRIPTION

* * * * *
APPENDIX D

GENERAL INFORMATION REGARDING
DIRECTOR STOCK OPTION LOAN PROGRAM

Purpose of Loan Program

First Midwest has established a Loan Program to facilitate both the exercise of Director stock options and the retention of the acquired shares for the purpose of increasing First Midwest Common Stock ownership.

Eligibility for Stock Option Loans

Directors eligible for stock option loans must be active Directors of First Midwest; retirees are not eligible.

Maximum Loan Amount

Loans can be used to pay both the price and taxes related to a stock option exercise. The maximum amount of all stock option loans outstanding at any one time to a Director will be $250,000.

Loan Collateral

All stock option loans will be fully recourse. In addition, all First Midwest Common Stock acquired upon the exercise of a stock option that is funded by the stock option loan will be collateral for such loan. For example, if a Director exercises 1,000 options and pays for 50% of the exercise price with a stock option loan, 500 shares of the Common Stock acquired from the exercise will be held as collateral for the loan.

Loan Term

The term of the stock option loan will be established at the inception of the loan and cannot exceed five years.

Loan Interest Rate

The Applicable Federal Rate ("A.F.R.") as defined by the Internal Revenue Code ("IRC") on the date that the loan is made will be the interest rate applicable to such loan. The A.F.R. is the lowest rate allowable under the IRC without imputing interest income to the borrower. As an example, the June 2000 A.F.R.'s are as follows:

.	Loans of three years or less - 6.53%
.	Loans of over three years and up to five years - 6.62%

Loan Interest Calculation

Interest on stock option loans will be calculated on a 365 day basis. Interest will be payable at the maturity of the loan, but may be paid prior to maturity at the election of the Director.

Impact of Subsequent Common Stock Sales

Stock option loans must be repaid on a pro-rata basis if any of the underlying collateral is sold. For example, if a Director sells 50% of the shares acquired in a stock option exercise funded by the Loan Program, the Director must repay 50% of the outstanding loan balance, including any accrued interest applicable to such balance. Conversely, if a portion of the principal balance of the loan is repaid, a pro-rata portion of the underlying collateral will be returned. Tendering of the underlying collateral for purposes of taxable as well as gain deferral stock option exercises is permitted under the Stock Option Loan Program and will not require loan repayment as long as an identical number of shares is returned as collateral for the loan after the exercise.

Repayment Schedule

All principal and interest on a stock option loan will be payable at the end of the term of the loan.

Effect of Termination of Directorship

Upon termination of a Directorship for any reason, including after a change-in-control, as defined in the Plan, the stock option loan will continue under the same terms and conditions until the end of the term of the loan or loans.

First Midwest Bancorp, Inc.




Amended and Restated

Non-Employee Directors' 1997 Stock Option Plan


SUMMARY DESCRIPTION

* * * * *

APPENDIX E

GENERAL INFORMATION

REGARDING

NONQUALIFIED STOCK OPTION GAIN DEFERRAL PLAN

August 31, 2000

FIRST MIDWEST BANCORP, INC.

Amended and Restated

Non-Employee Directors' 1997 Stock Option Plan

SUMMARY DESCRIPTION

* * * * *

APPENDIX E

GENERAL INFORMATION REGARDING
NONQUALIFIED STOCK OPTION GAIN DEFERRAL PLAN ("Gain Deferral Plan")

The purpose of this Appendix E is to provide general information about the Gain Deferral Plan and is qualified in its entirety by the Summary Description of the Gain Deferral Plan and the text of the Gain Deferral Plan Document. The Gain Deferral Plan provides the Compensation Committee of the Board of Directors of First Midwest Bancorp, Inc. (the "Committee") with the responsibility for the administration of the Gain Deferral Plan. The Committee is authorized to interpret the Gain Deferral Plan, to prescribe and modify its rules and procedures, and to make all other determinations necessary in its administration.

Purpose of the Gain Deferral Plan

The purpose of the Gain Deferral Plan is to further stock ownership by Directors of First Midwest by facilitating deferral of gains resulting from the exercise of Director stock options ("options"). In order to defer receipt of gains resulting from such exercises, Directors must make appropriate elections and must exercise their options only through the exchange of First Midwest Common Stock held for at least six months prior to the exercise date. Deferred gains can only be invested in First Midwest Common Stock; dividends earned on such Common Stock held by the Gain Deferral Plan can likewise only be reinvested.

Eligibility for Participation

The Gain Deferral Plan is structured as a "Nonqualified Plan" under applicable IRS and Department of Labor guidelines. As such, eligibility for participation must be monitored closely to ensure that the Gain Deferral Plan maintains compliance with these rules, regulations and limitations and is not disqualified. Accordingly, eligibility for participation in the Gain Deferral Plan will be determined by the Committee based upon the compensation guidelines of the IRS and DOL.

Additionally, the ability to defer gains from option exercises is further restricted to Directors who own 500 or more shares of Common Stock in their own name, in joint tenancy with their spouse or in an alternative ownership from whereby the participant has sole voting and investment power (such as a Trust). The Common Stock ownership limitation will be reviewed annually.

Election to Participate

In order to effectuate participation in the Gain Deferral Plan, Directors must execute a Deferral Election Form within 30 days following his/her participation commencement date (generally, the date of the Director's election or appointment to the Board). The deferral election will apply to all options exercised where Common Stock is used as the sole payment of the exercise price. If a Director does not execute a form with 30 days following his/her participation commencement date, the deferral election will become effective only for options exercised in the calendar year following the execution date of the Deferral Election Form.

A Director may execute additional forms, or a Deferral Election Revocation Form, with each subsequent form superseding all prior forms in accordance with the timing provisions contained in the Gain Deferral Plan.

If a Director executes a Deferral Election Form, it will apply to all option exercises that utilize Common Stock as consideration until revoked. However, the Director may still exercise options using cash as consideration (or in cashless exercises) to the maximum extent allowed by the Plan.

First Midwest Bancorp, Inc.



Amended and Restated

Non-Employee Directors' 1997 Stock Option Plan



* * * * *


HOW TO EXERCISE YOUR STOCK OPTIONS

August 31, 2000

FIRST MIDWEST BANCORP, INC.

Amended and Restated

Non-Employee Directors' 1997 Stock Option Plan

HOW TO EXERCISE YOUR STOCK OPTIONS

Table of Contents

Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			1
When Can an Option be Exercised? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			1
How Can an Option be Exercised? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			1
	Method (1) - Cash Exercise . . . . . . . . . . . . . . . . . . . .		1
	Method (2) - Stock Exercise . . . . . . . . . . . . . . . . . . .		1
	Method (3) - Cash and Stock Exercise . . . . . . . . . . .		2
	Method (4) - Gain Deferral Exercise . . . . . . . . . . . .		2
Advantage of a Stock Option Exercise - Reload Stock Option . . . . . . . . . . . . . . . . . . . . . .			2
Examples of the Exercise Methods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			2
	Method (1) - Cash Exercise . . . . . . . . . . . . . . . . . . . .		2
	Method (2) - Stock Exercise . . . . . . . . . . . . . . . . . .		2
	Method (3) - Cash and Stock Exercise . . . . . . . . . . .		2
When Does and Option Grant Terminate? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			1
How are the Options Taxed? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			1
Exhibit 1 - Notice of Intent to Exercise Form (2 pages) . . . . . .		5-6

First Midwest Bancorp, Inc.

Amended and Restated

Non-Employee Directors' 1997 Stock Option Plan

HOW TO EXERCISE YOUR STOCK OPTIONS

* * * * *
Introduction

The following sections describe the manner in which Director options can be exercised. For more detailed information concerning the exercise procedures, please consult the "Amended and Restated Non-Employee Directors' 1997 Stock Option Plan-Summary Description" and Appendices A through E to the Summary Description. Additionally, further information is also provided in each Director's Letter Agreement, received with each option grant.

When Can an Option be Exercised?

All shares covered by Director options are exercisable beginning on or after the one year anniversary of the date of the grant except for reload stock options, which vest in six months. All Director options must be exercised within ten years from the date of the grant or they will expire.

Special rules are applicable to the vesting of Director options in the event of death or disability of the Director or in the event of a change-in-control, as defined in the Plan.

How Can a Director Option be Exercised ?

A Director option is exercised by completing the two-part Notice of Intention to Exercise Form ("Exercise Form") and submitting it along with the form of payment (some combination of a check or First Midwest Common Stock, as described below) for the option exercise. Although a Director option exercise will result in taxable income to the Director, no income or payroll tax withholding is required to be withheld upon the exercise of a Director option.

The Exercise Form is attached as Exhibit 1 to this document. Extra forms are available through the office of the Corporate Controller of First Midwest Bancorp, Inc.

There are several ways to exercise a Director option. The following section describes these exercise methods. Examples of Methods (1) - (3) below are also provided in the following section.

. Method (1) - Cash Exercise - Under this method a check is submitted along with the Exercise Form to cover the option price due upon exercise (see the section in this document entitled "How are the Options Taxed?" for a discussion of taxes due).

. Method (2) - Stock Exercise - Under this method the Plan allows Directors to pay for the exercise price of the options by surrendering shares of First Midwest Common Stock that the Director currently owns and has owned for at least 6 months prior to the exercise date (the "previously-acquired shares"), having a market value equal to the total exercise price. The Director simply pays for the exercise price due upon exercise with previously- acquired shares instead of cash.

. Method (3) - Cash and Stock Exercise - Under this method a combination of cash and previously-acquired shares is submitted along with the Exercise Form to cover the exercise price. Any combination of cash and previously- acquired shares may be submitted in payment of the exercise price.

. Method (4) - Gain Deferral Exercise - Directors of First Midwest are eligible to participate in the Nonqualified Stock Option Gain Deferral Plan. Eligibility for participation, as well as examples, are addressed in the Plan Summary Description (Appendix E).

The price that will be used for purposes of determining the value of Common Stock tendered in payment of the exercise price of Director options will be the average of the high and low prices quoted by NASDAQ on the date that the Exercise Form is received by the Office of the Corporate Controller. If the stock is not traded on that date, the next date on which the stock is traded will be used.

Shares of Common Stock from the exercise of Director options will only be issued after payment has been received, either in the form of cash or Common Stock. First Midwest understands that, in certain forms of exercise, the payment for the exercise price will be coming from a brokerage firm or other agent and a short delay may result in such case. However, First Midwest must receive payment for Director options within three business days after the Exercise Form has been received by the Office of the Corporate Controller or the exercise will be nullified.

Advantage of a Stock-for-Stock Exercise - Reload Stock Options

Directors who use previously-acquired shares to exercise Director options will be granted Reload Stock Options. However, the requirements for vesting Reload Stock Options limit the Director's sale of Common Stock during the vesting period. The granting and vesting of Reload Stock Options are described in the Plan Summary Description (Appendix B).Examples of the Exercise Methods

Facts - Options for 1,000 shares at a $20 per share exercise price are to be exercised. The average of the high and low market prices on date the Exercise Form is received by the office of the Corporate Controller is $40 per share.

Method (1) - Cash Exercise

.	Director exercises 1,000 options and submits a check for $20,000.
.	Director is issued a new certificate for 1,000 shares worth $40,000.

Method (2) - Stock Exercise

.	Director owns 500 shares of Common Stock which have been held for 6 months or more and wants to exercise 1,000 options.
.	Director submits 500 previously acquired shares for the exercise price (500 x $40 current price = $20,000 exercise price).
.	Director is issued a new certificate for 1,000 shares worth $40,000.
.	Director is also granted 500 Reload Stock Options at an exercise price of $40 per share.

Method (3) - Cash and Stock Exercise

.	Director owns 250 shares of Common Stock which have been held for 6 months or more and wants to exercise 1,000 options.
.	Director submits $10,000 and 250 shares (with a value of $10,000; 250 x $40 current price = $10,000) are exchanged for exercise price.
.	Director is issued a new certificate for 1,000 shares worth $40,000.
.	Director is also granted 250 Reload Stock Options at an exercise price of $40 per share.

The exercise methods shown above provide each Director with a great deal of flexibility in exercising stock options and questions may arise that are not addressed by the above examples. Any questions regarding these restrictions, the exercise methods or more detailed information regarding the options should be directed to the Office of the Corporate Controller.

When Does an Option Grant Terminate ?

In the event of disability or death, all unexercised options become immediately vested. Upon resignation or other termination of directorship any exercisable options (that is, those options that are vested on the date of termination) may be exercised for a period of 3 years following the termination date. However, no vested option may be exercised beyond its original expiration date of 10 years.

How are the Options Taxed ?

Under current tax laws, there is no taxable income realized when an option is granted to a Director.

However, when an option is exercised, the difference between the market price on the date of exercise and the option price will generally be subject to federal and state income tax. For example, if options for 100 shares are exercised at an option price of $20 per share and the fair market value per share is $40 on the date of exercise, the Director will realize taxable income of $2,000 from the exercise (100 shares multiplied by the difference between $40 and $20). This amount will be included in the Director's Form 1099 received from First Midwest for the year in which the exercise occurs.

Additionally, special IRS rules also may apply to the tax basis of, and gain or loss recognized on, stock tendered in payment of exercised options. These rules also address the tax basis of the shares acquired through an option exercise. Please consult with your tax advisor on these complex issues.

First Midwest Bancorp, Inc.





HOW TO EXERCISE YOUR STOCK OPTIONS


* * * * *


EXHIBIT 1



NOTICE OF INTENTION TO EXERCISE FORM

August 31, 2000

FIRST MIDWEST BANCORP, INC.

AMENDED AND RESTATED

NON-EMPLOYEE DIRECTORS' 1997 STOCK OPTION PLAN

NOTICE OF INTENTION TO EXERCISE

DIRECTOR STOCK OPTIONS

(Important Note: If exercising Director options granted under different grant dates with different exercise prices, please use a separate Notice of Intention to Exercise Form for each such grant).

PART ONE

To: Office of the Corporate Controller of First Midwest Bancorp, Inc.

In accordance with the terms of the First Midwest Bancorp, Inc. Amended and Restated Non-Employee Directors' 1997 Stock Option Plan (the "Plan"), I elect to exercise my nonqualified stock options granted on _________________ and to purchase _________ shares of First Midwest Bancorp, Inc. $.01 par value Common Stock at the exercise price of $___________ per share. In satisfaction of the option price, I elect to utilize the First Midwest Bancorp, Inc. Loan Program for the term of ______ year(s) not to exceed 5 years and/or enclosed is a check for $_______ and/or __________ previously-acquired shares of First Midwest Bancorp, Inc. Common Stock that have been held by me for at least 6 months prior to the date of this Notice.

The option shares are to be registered and certificated as follows:

Name(s):       ____________________________________________________________

Address:        ____________________________________________________________

City/State/Zip:   ___________________________________________________________

Additionally, I understand that the difference between the fair market value of the shares acquired in this exercise, less the option price, is subject to current taxation and that this taxable amount will be included on my 1099 Form for this tax year.

The specific amount conforming to the exercise election above is detailed on Part Two of this Form, attached hereto and incorporated by reference.

__________________________________      ________________________________

       Participant's Signature                                              Date

FIRST MIDWEST BANCORP, INC.

AMENDED AND RESTATED

NON-EMPLOYEE DIRECTORS' 1997 STOCK OPTION PLAN

NOTICE OF INTENTION TO EXERCISE

DIRECTOR STOCK OPTIONS


PART TWO

AGGREGATE EXERCISE PRICE COMPUTATIONAL WORKSHEET

1.	Director's Name:
2.	Date of Grant:
3.	Exercise Price per Share:
4.	Effective Date of Notice to Exercise:
5.	Number of Shares Acquired in this Exercise:
6.	Aggregate Exercise Price (3 multiplied by 5):
7.	Satisfaction of Aggregate Exercise Price:
	(1)	Check
	(2)	Surrender of ________previously-aquired shares that have been held by me for at least 6 months prior to the date of this Notice with a fair market value of $__________ per share.
		TOTAL    $	- -----------------

EX-10

Exhibit 10.1

(logo) First Midwest

First Midwest Bancorp, Inc.
300 Park Boulevard, Suite 405
PO Box 459
Itasca, Illinois 60143-0459
(630)875-7450

August 28, 2000

First_Name Middle_Name Last_Name
Address_Line_1
Address_Line_2
Address_Line_3
City, State Zip_Code


RE: Grant of Director Options - Letter Agreement (Option_Date)

Dear First_Name:

I am pleased to confirm to you the grant on Option_Date (the "Date of Grant") of a nonqualified stock option (the "Director Option") under the First Midwest Bancorp, Inc. Non-Employee Directors' 1997 Stock Option Plan (the "Directors' Plan"). The Director Option provides you with the opportunity to purchase for Option_Price per share up to Shares_Granted shares of the Company's Common Stock.
The Director Option is subject to the terms and conditions of the Directors' Plan, including any Amendments thereto, which are incorporated herein by reference, and to the following:
(1)	Vesting and Exercisability: Subject to paragraph (11) below, in general, the Director Option will become fully vested and exercisable on Vest_Date_Period_1. In the event of your death or disability, or of a Change-in-Control as defined in the Company's 1989 Omnibus Stock and Incentive Plan, as Amended (the "Omnibus Plan"), the Director Option will become fully vested and exercisable.
(2)	Expiration: If you cease to be a director for any reason other than death or disability prior to the date the Director Option becomes fully vested, the Director Option will expire on the date your directorship ends. If the Director Option has become fully vested at the time you cease to be a director, the Director Option will expire on the third anniversary of the date you ceased to be a director. In no event, however, may the Director Option be exercised beyond Expiration_Date_Period_1.
(3)	Procedure for Exercise: Once vested, you may exercise the Director Option at any time by delivering written notice of exercise and payment of the Exercise Price in full either (a) in cash or its equivalent (as described in the Directors' Plan), or (b) by tendering previously-acquired shares of Common Stock having an aggregate fair market value equal to the total Exercise Price that have been owned by you for six (6) months or more, or (c) by a combination of the (a) and (b). You may deliver an affirmation of ownership of Common Stock having the required fair market value in lieu of physically tendering such shares. In the event you have made an election under the Company's Nonqualified Stock Option Gain Deferral Plan, you may only make payment with shares of Common Stock in accordance with clause (b) above. Further information regarding exercise procedures will be provided to you.
(4)	Limited Transferability; Beneficiary Designation: The Director Option is personal to you and may not be sold, transferred, pledged, assigned or otherwise alienated, other than as provided herein. The Director Option shall be exercisable during your lifetime only by you. Notwithstanding the foregoing, you may transfer the Director Option to:
	(a)	Your spouse, children or grandchildren ("Immediate Family Members");
	(b)	A trust or trusts for the exclusive benefit of such Immediate Family Members, or;
	(c)	A partnership in which such Immediate Family Members are the only partners, provided that:
		(i)	There may be no consideration for any transfer,
		(ii)	Subsequent transfers or the transfered Director Option shall be prohibited, except to designated beneficiaries; and
		(iii)	Such transfer is evidenced by documents acceptable to the Company and filed with the Corporate Secretary.
	Following transfer, the Director Option shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer, provided that for purposes of designating a beneficiary with respect thereto, the transferee shall be entitled to designate the beneficiary. The provisions of this Letter Agreement relating to the period of exerciseability and expiration of the Director Option shall continue to be applied with respect to you and your status as a director, and the Director Option shall be exercisable by the transferee only to the extent, and for the periods, set forth in Paragraphs (1) and (2) above. Transfer of Common Stock purchased by your transferee upon exercise of the Director Option may also be subject to the restrictions and limitations described in Paragraph (5) below.
	Kindly designate a beneficiary or beneficiaries with respect to the Director Option by completing and returning the attached Beneficiary Designation Form.
(5)	Securities Law Restrictions: You understand and acknowledge that applicable securities laws govern and may restrict your right to offer, sell or otherwise dispose of any Common Stock purchased upon exercise of the Director Option. In addition, because of your status as a director of the Company, prior to exercise of the Director Option or sale of any shares acquired upon exercise, you should consult with the Company's Corporate Secretary with respect to the implications of Section 16(a) and (b) of the Securities Exchange Act of 1934 on such exercise or sale. Additional information regarding these rules will be provided to you, on request, from the Company's Corporate Secretary.
(6)	Reload Provisions: As described more fully in Appendix B, "General information Regarding Reload Stock Options" of the "Summary Description" of the Directors' Plan, the Board of Directors of First Midwest Bancorp, Inc. has approved the grant of reload stock options upon certain exercises of the Director Options. Accordingly, a reload stock option will be granted upon any exercise of the Director Option by you while you are a director and upon which you tender previously-owned Common Stock (Common Stock which has been held for at least six (6) months) in payment of the exercise price. A Reload Option Letter Agreement will be issued to you to evidence the grant of a reload stock option.
(7)	Continuing Participant Agreement: For purposes of this Director Option, your directorship will not be deemed to have terminated, and instead will be deemed to be continuing, during any period during which you are a party to a Continuing Participant Agreement with the Company; provided such Continuing Participant Agreement was approved by the Board of Directors of the Company.
(8)	Tax Consequences: Director Options are in the form of nonqualified stock options which are not intended to fall under the provisions of Internal Revenue Code Section 422. No federal or state income taxes or FICA/Medicare taxes will be withheld by the Company upon exercise. Information regarding the tax consequences of the Director Option will be provided to you.
(9)	Miscellaneous: Nothing in this Letter Agreement confers any right on you to continue as a director of the Company. This Letter Agreement will be binding upon, and insure to the benefit of, your and the Company's successors and assigns.
(10)	Conformity with Directors' Plan: The Director Option is intended to conform to the Directors' Plan in all respects. Inconsistencies between this Letter Agreement and the Directors' Plan shall be resolved in accordance with the terms of the Directors' Plan. By executing and returning the enclosed Confirmation of Acceptance of this Letter Agreement you agree to be bound by the terms hereof and of the Directors' Plan. Except as otherwise expressly provided herein, all definitions stated in the Directors' Plan shall be applicable to this Letter Agreement.
(11)	Effect of Certain Accounting Rules: In the event the Board of Directors determines it is to be in the best interests of the Company to account for a business combination under the pooling-of-interests method and, in the written opinion of the accounting firm then serving as the Company's independent auditors, the grant of this Director Option or any of the terms of this Director Option, makes such business combination ineligible for pooling-of-interests accounting, that but for the grant of this Director Option or such terms and/or the grant of other Director Options with similar provisions, would otherwise be eligible for such accounting treatment, then this Director Option or such terms may be rescinded or the terms modified to the extent the Board of Directors determines to be necessary to enable the business combination to so qualify for pooling-of-interests accounting treatment.
To confirm your understanding and acceptance of the Director Option granted to you by this Letter Agreement, kindly execute and return to the Company's Corporate Secretary in the enclosed envelope the following documents: (a) the "Confirmation of Acceptance" endorsement, and (b) the Beneficiary Designation Form.
If you have any questions, please do not hesitate to contact the Corporate Secretary.

Very truly yours,

First Midwest Bancorp, Inc.




Robert P. O'Meara
Chairman and Chief Executive Officer
First Midwest Bancorp, Inc.

CONFIRMATION OF ACCEPTANCE

I acknowledge receipt of a copy of the Directors' Plan, that I have reviewed this Letter Agreement and the Directors' Plan, and I agree to be bound by all provisions of this Letter Agreement and the Directors' Plan.

RE: Grant of Director Options - Letter Agreement (Option_Date)

_______________________________________________ Director's Name (Print)
_______________________________________________ Director's Signitue First_Name Middle_Name Last_Name	_______________________ Date

Non-Employee Directors' 1997 Stock Option Plan

BENEFICIARY DESIGNATION FORM

This Beneficiary Designation Form applies to Director Option and Reload Option Letter Agreement(s) as follows (fill in the Option Grant Date from the applicable Letter Agreement):

____________________________	____________________________	______________________________
____________________________	____________________________	______________________________
____________________________	____________________________	______________________________

All prior Beneficiary Designation Forms applicable to Director Options or Reload Options not listed above will remain in effect as previously submitted.

You may designate a primary beneficiary and a secondary beneficiary to whom rights under your Director or Reload Options will pass in the event of your death. You may name more than one person as a primary or secondary beneficiary. For example, you may wish to name your spouse as primary beneficiary and your children as secondary beneficiaries. Your primary beneficiaries will have equal rights with respect to your Director or Reload Options unless you indicate otherwise. The same rule applies for secondary beneficiaries.

Designate Your Beneficiary(ies):

        Primary Beneficiary(ies) (give name, address and relationship to you): _________________________________

______________________________________________________________________________________________

______________________________________________________________________________________________

        Secondary Beneficiary(ies) (give name, address and relationship to you): _______________________________

______________________________________________________________________________________________

______________________________________________________________________________________________

I certify that my designation of beneficiary(ies) set forth above is my free act and deed and acknowledge that when effective it will revoke any prior designation I may have made with regard to Director or Reload Option(s) set forth above.

____________________________________
(Signature)
First_Name Middle_Name Last_Name
____________________________________
(Date)

This Beneficiary Designation Form shall be effective on the day it is received by the Corporate Secretary of the Company. This Form shall be (i) delivered to the Corporate Secretary by personal delivery, facsimile, United States mail or by express courier service, and (ii) deemed to be received upon personal delivery, upon confirmation of receipt of facsimile transmission or upon receipt by the Corporate Secretary if by United States mail or express courier service; provided, however, that if this Form is not received during regular business hours, it shall be deemed to be received on the next succeeding business day of the Company.

RECEIVED AND ACKNOWLEDGED:

FIRST MIDWEST BANCORP, INC.

BY:__________________________________
       (On behalf of the Corporate Secretary)

Date:______________________

EX-10

Exhibit 10.2

(logo) First Midwest

First Midwest Bancorp, Inc.
300 Park Boulevard, Suite 405
PO Box 459
Itasca, Illinois 60143-0459
(630)875-7450

September 5, 2000

First_Name Middle_Name Last_Name
Address_Line_1
Address_Line_2
Address_Line_3
City, State Zip_Code

RE: Letter Agreement Option_Date
Grant of Nonqualified Stock Options (the "Agreement")

Dear First_Name:

I am pleased to advise you that on Option_Date (the "Date of Grant") and pursuant to the First Midwest Bancorp, Inc. 1989 Omnibus Stock and Incentive Plan, as Amended (the "Plan"), the Compensation Committee (the "Committee") of the Board of Directors of First Midwest Bancorp, Inc. (the "Company") approved a grant to you of a "Nonqualified Stock Option" (the "Option"). The Option provides you with the opportunity to purchase, for Option_Price per share, up to Shares_Granted shares of the Company's Common Stock.
The Option is subject to the terms and conditions of the Plan, including any Amendments thereto, which are incorporated herein by reference, and to the following provisions:
(1)	Exerciseability Except as otherwise provided in paragraphs (3), (4), (5) and (8) below, and subject to paragraph (12) below, the Option shall be exercisable only if you continue in the employment of the Company. The Option will become exercisable as follows: (a) 50% of the Option to purchase the shares indicated above is exercisable on or after Vest_Date_Period_1; b) the remaining 50% of the Option to purchase the shares indicated above is exercisable on Vest_Date_Period_2. In the event of your death or Disability, or in the event of a Change-in-Control, as defined in the Plan, the Option will become fully vested and exercisable as set forth in paragraphs (3) and (4), respectively. The Option expires upon the close of business on Expiration_Date_Period_1 (the "Expiration Date").
(2)	Procedure for Exercise Subject to the forgoing paragraph (1), you may exercise the Option at any time and from time to time during the term of the Option by:
	(a)	Delivery of written notification of exercise and payment in full:
		(i)	in cash or its equivalent; or
		(ii)	by tendering shares of previously-acquired Company stock that have been held by you for at least six (6) months prior to the date of written notification of exercise and having a fair market value at the exercise date (defined as the average of the high and low prices of the Company's Common Stock quoted on the NASDAQ Stock Market on the date the written notice of exercise is received by the office of the Corporate Controller) equal to all or part of the total Option price; or
		(iii)	by combination of (i) and (ii);
		For all Option shares being purchased, plus the amount of any additional federal and state income tax and FICA/medicare tax required to be withheld by reason of the exercise of the Option, unless you have properly elected, with the Committee's consent in accordance with Section 15 of the Plan, to deliver previously-owned shares that have been held by you for at least six (6) months prior to the date of written notification of exercise or have Option shares withheld to satisfy such taxes; and
	(b)	If requested within the specified time set forth in any such request, delivery to the Company of such written representations and undertakings as may, in the opinion of the Company's counsel, be necessary or desirable to comply with federal and state securities laws.
	Also subject to the foregoing paragraph (1), you may exercise the Option by delivery of written notification of exercise and payment in full of the exercise price and applicable taxes in connection with the Nonqualified Stock Option Gain Deferral Plan (the "Gain Deferral Plan") if at the sole discretion of the Committee you qualify to participate in the Gain Deferral Plan.
	Further information regarding procedures for exercising your options can be found in the Plan, the Plan's "Summary Description" and the document entitled "How to Exercise Your Stock Options". If you are a first time grant recipient, these documents accompany this Letter Agreement.
(3)	Termination of Employment If your employment with the Company or any of its subsidiaries terminates due to your death or Disability, all vesting exercise restrictions will lapse and the Option will become immediately exercisable in full. If you employment with the Company or any of its subsidiaries terminates prior to the Expiration Date, the Option will continue to be exercisable by you (or in the event of your death, by your beneficiary or your estate's executor or administrator) to the same degree that the Option was exercisable on your employment termination date (including any acceleration of vesting which may occur in the event of death or Disability), until the first of the following occur:
	(a)	Except as provided in the event of a Change-in-Control, the expiration of 30 days after the date your employment is terminated for any reason other than retirement, death, Disability or discharge for cause;
	(b)	The expiration of three years following retirement, death or Disability;
	(c)	The termination date if the termination is for cause; or
	(d)	The Expiration Date.
(4)	Merger, Consolidation or Change-in-Control In the event of a Change-in-Control as defined in Section 13 of the Plan, as amended by the Board of Directors of the Company on February 18, 1998, all holding period and vesting exercise restrictions will lapse and the Options will become immediately exercisable in full and the 30 day period set forth in paragraph (3) (a) above will be extended to three years.
(5)	Limited Transferability The Option is personal to you and may not be sold, transferred, pledged, assigned or otherwise alienated, other than as provided herein. Your Option shall be exercisable during your lifetime only by you. Notwithstanding the foregoing, you may transfer your Option to:
	(a)	Your spouse, children or grandchildren ("Immediate Family Members");
	(b)	A trust or trusts for the exclusive benefit of such Immediate Family Members, or;
	(c)	A partnership in which such Immediate Family Members are the only partners,
	Provided that:
		(i)	there may be no consideration for any such transfer;
		(ii)	subsequent transfers of the transferred Option shall be prohibited, except to designated beneficiaries; and
		(iii)	such transfer is evidenced by documents acceptable to the Company and filed with the Corporate Secretary.
	Following transfer, the Option shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer, provided that for purposes of designating a beneficiary with respect thereto, the transferee shall be entitled to designate the beneficiary. The provisions of this Letter Agreement relating to the period of exerciseability and expiration of the Option shall continue to be applied with respect to you and the Option shall be exercisable by the transferee only to the extent, and for the periods, set forth above. Transfer of Common Stock purchased by your transferee upon exercise of the Option may also be subject to the restrictions and limitations described in Paragraph (6) below.
(6)	Securities Law Restrictions You understand and acknowledge that applicable securities laws govern and may restrict your right to offer, sell, or otherwise dispose of any Option shares. The Company registered the Option shares under The Securities Act of 1933.
	Executive Officers of the Company subject to Section 16(b) of the Securities Exchange Act of 1934 should consult the Company's Corporate Secretary prior to purchasing any shares under this Option or selling such shares thereafter.
	Additional information regarding these rules can be found in the Plan's "Summary Description" and the document entitled "How to Exercise Your Stock Options".
(7)	Reload Provisions As described more fully in Appendix B, "General Information Regarding Reload Stock Options" of the "Summary Description" of the Plan, the Committee has approved the grant of reload stock options upon certain exercises of the Option. Accordingly, a reload stock option will be granted upon any exercise of the Option by you while you are an employee and upon which you tender previously-owned Common Stock (Common Stock which has been held for at least six (6) months) in payment of the exercise price and/or use such shares in satisfaction of the required tax withholding. A Reload Option Letter Agreement will be issued to you to evidence the grant of a reload stock option.
(8)	Continuing Participant Agreement For purposes of this Option, your employment will not be deemed to have terminated, and instead will be deemed to be continuing, during any period during which you are a party to a Continuing Participant Agreement with the Company or any of its subsidiaries; provided such Continuing Participant Agreement was approved by the Committee and the Board of Directors of the Company.
(9)	Tax Consequences Information regarding federal tax consequences of the Option can be found in the Plan's "Summary Description" and the document entitled "How to Exercise Your Stock Options". You are strongly encouraged to contact your tax advisor regarding such tax consequences as they relate to you.
(10)	Employment of Successors Nothing herein confers any right or obligation on you to continue in the employment of the Company or any subsidiary or shall affect in any way your right or the right of the Company or any subsidiary, as the case may be, to terminate your employment at any time. This Agreement shall be binding upon, and inure to the benefit of, any successor or successors of the Company.
(11)	Conformity with Plan The Option is intended to conform in all respects with the Plan. Inconsistencies between this Agreement and the Plan shall be resolved in accordance with the terms of the Plan. By executing and returning the enclosed Confirmation of Acceptance of this Letter Agreement, you agree to be bound by all the terms of the Plan. All definitions stated in the Plan shall be fully applicable to this Letter Agreement.
(12)	Effect of Certain Accounting Rules In the event the Board of Directors determines it is to be in the best interests of the Company to account for a business combination under the pooling-of-interests method and, in the written opinion of the accounting firm then serving as the Company's independent auditors, the grant of this Option or any of the terms of this Option, makes such business combination ineligible for pooling-of-interests accounting that, but for the grant of this Option or such terms and/or the grant of other Options with similar provisions, would otherwise be eligible for such accounting treatment, then this Option shall terms may be rescinded or the terms modified to the extent the Committee determines to be necessary to enable the business combination to so qualify for pooling-of-interests accounting treatment.
To confirm your understanding and acceptance of the Option granted to you by this Letter Agreement, please execute and return in the enclosed envelope the following enclosed documents: (a) the "Beneficiary Designation Form" and (b) the Confirmation of Acceptance endorsement of this Letter Agreement. The original copy of this Letter Agreement should be retained for your permanent records.
If you have any questions, please do not hesitate to contact the office of the Corporate Controller of First Midwest Bancorp, Inc. at (630) 875-7459.

Very truly yours,

First Midwest Bancorp, Inc.




Robert P. O'Meara
Chairman and Chief Executive Officer
First Midwest Bancorp, Inc.

CONFIRMATION OF ACCEPTANCE BY PARTICIPANT

I acknowledge having read the Plan (as amended), the Summary Description and this Letter Agreement and I agree to be bound by all provisions as set forth in the Plan and this Letter Agreement.

RE: Letter Agreement - Option_Date
Grant of Nonqualified Stock Options

_______________________________________________ Participant's Name (Print)
_______________________________________________ Participant's Signitue First_Name Middle_Name Last_Name	_______________________ Date

1989 Omnibus Stock and Incentive Plan
BENEFICIARY DESIGNATION FORM

This Beneficiary Designation Form applies to Nonqualified Stock Option and Reload Option Agreement(s) as follows (fill in the Option Grant Date from the applicable Letter Agreement):

____________________________	____________________________	______________________________
____________________________	____________________________	______________________________
____________________________	____________________________	______________________________

  All prior Beneficiary Designation Forms applicable to NonqualifiedStock Options or Reload Options not listed above will remain in effect as previously submitted.

You may designate a primary beneficiary and a secondary beneficiary to whom rights under your Nonqualified or Reload Options will pass in the event of your death. You may name more than one person as a primary or secondary beneficiary. For example, you may wish to name your spouse as primary beneficiary and your children as secondary beneficiaries. Your primary beneficiaries will have equal rights with respect to your Director or Reload Options unless you indicate otherwise. The same rule applies for secondary beneficiaries.

Designate Your Beneficiary(ies):

        Primary Beneficiary(ies) (give name, address and relationship to you): _________________________________

______________________________________________________________________________________________

______________________________________________________________________________________________

        Secondary Beneficiary(ies) (give name, address and relationship to you): _______________________________

______________________________________________________________________________________________

______________________________________________________________________________________________

I certify that my designation of beneficiary(ies) set forth above is my free act and deed and acknowledge that when effective it will revoke any prior designation I may have made with regard to Nonqualified or Reload Option(s) set forth above.

____________________________________
(Signature)
First_Name Middle_Name Last_Name
____________________________________
(Date)

This Beneficiary Designation Form shall be effective on the day it is received by the Corporate Secretary of the Company. This Form shall be (i) delivered to the Corporate Secretary by personal delivery, facsimile, United States mail or by express courier service, and (ii) deemed to be received upon personal delivery, upon confirmation of receipt of facsimile transmission or upon receipt by the Corporate Secretary if by United States mail or express courier service; provided, however, that if this Form is not received during regular business hours, it shall be deemed to be received on the next succeeding business day of the Company.

RECEIVED AND ACKNOWLEDGED:

FIRST MIDWEST BANCORP, INC.

BY:__________________________________
       (On behalf of the Corporate Secretary)

Date:______________________

EX-10

Exhibit 10.3

AMENDMENTS TO THE
FIRST MIDWEST BANCORP, INC.
1989 OMNIBUS STOCK AND INCENTIVE PLAN, AS AMENDED

The First Midwest Bancorp, Inc. 1989 Omnibus Stock and Incentive Plan is hereby further amended as follows:

1. Section 2.1(h) is amended to read:

"Employee" means a regular salaried employee (including officers and directors who are also employees) of the Company or its Subsidiaries, or any branch or division thereof. A regular salaried employee who, with the approval of the Board of Directors or the Committee enters into a Continuing Participant Agreement with the Company or its Subsidiaries effective upon such person ceasing to be a regular salaried employee, shall continue to be an Employee for purposes of the 1989 Omnibus Stock and Incentive Plan ("Plan") and shall not be deemed to incur a termination of employment during the term of such Continuing Participant Agreement.

2. Sections 7.8 and 7.9 are amended to read:

7.8 Termination of Employment Due to Death, Disability, or Retirement. In the event the employment of a Participant is terminated by reason of death, Disability, or Retirement, any outstanding Options then exercisable may be exercised at any time prior to the expiration date of the Options or within three (3) years after such date of termination of employment, whichever period is the shorter. For purposes of the preceding sentence, in the event such termination is due to death or Disability, then any outstanding Options shall vest 100% and be deemed exercisable in full as of such termination. However, in the case of Incentive Stock Options, the favorable tax treatment prescribed under Section 422A of the Code shall not be available if such options are not exercised within three (3) months after date of termination, or twelve (12) months in the case of Disability, provided such Disability constitutes total and permanent disability as defined in Section 22(c)(3) of the Code. If an Incentive Stock Option is not exercised within three (3) months of termination due to Retirement, it shall be treated as a Nonstatutory (Nonqualified) Stock Option for the remainder of its allowable exercise period. 

7.9 Termination of Employment Other Than Due to Death, Disability, or Retirement. If the employment of the Participant shall terminate for any reason other than death, Disability, Retirement, or involuntarily for Cause, the rights under any than outstanding Option granted pursuant to the Plan shall terminate upon the expiration date of the Option or one month after such date of termination of employment, whichever first occurs; provided, however, that in the event such termination of employment occurs after a Change-in-Control (as defined in Section 13.2 of the Plan), the rights under any then outstanding Option granted pursuant to the Plan shall terminate upon the expiration date of the Option or three years after such date of termination of employment, whichever first occurs. Where termination of employment is involuntarily for Cause, rights under all Options shall terminate immediately upon termination of employment.

* * * * *

The foregoing Amendments to the 1989 Omnibus Stock and Incentive Plan, As Amended, were duly adopted and approved by the Board of Directors of the Company on May 17, 2000 and June 21, 2000, and shall be effective as of June 21, 2000.

/s/ BARBARA E. BRIICK

_________________________________________

Barbara E. Briick

Secretary of the Company

(Seal)

EX-15

Exhibit 15

ACKNOWLEDGEMENT OF INDEPENDENT AUDITORS

The Board of Directors
First Midwest Bancorp, Inc.:

We are aware of the incorporation by reference in the following Registration Statements of our reports dated May 10, 2000, August 14, 2000, and November 13, 2000 relating to the unaudited consolidated interim financial statements of First Midwest Bancorp, Inc. that are included in its Form 10-Q for the quarters ended March 31, June 30, and September 30, 2000:

.    Registration Statement (Form S-3 No. 33-20439) pertaining to the First Midwest Bancorp, Inc. Dividend Reinvestment and Stock Purchase Plan

.    Registration Statement (Form S-8 No. 33-25136) pertaining to the First Midwest Bancorp, Inc Savings and Profit Sharing Plan

.    Registration Statement (Form S-8 No. 33-42980) pertaining to the First Midwest Bancorp, Inc. 1989 Omnibus Stock and Incentive Plan

.    Registration Statement (Form S-8 No. 333-42273) pertaining to the First Midwest Bancorp, Inc. 1989 Omnibus Stock and Incentive Plan

.    Registration Statement (Form S-8 No. 333-63095) pertaining to the First Midwest Bancorp, Inc. Non-employee Director Stock Option Plan

.    Registration Statement (Form S-8 No. 333-63097) pertaining to the First Midwest Bancorp, Inc. Nonqualified Retirement Plan

/s/ Ernst & Young, LLP

Chicago, Illinois

November 13, 2000

EX-99

Exhibit 99

Independent Accountants' Review Report

The Board of Directors
First Midwest Bancorp, Inc.:

We have reviewed the accompanying consolidated balance sheet of First Midwest Bancorp, Inc. and subsidiaries as of September 30, 2000, and the related consolidated statements of income for the three-month and nine-month periods ended September 30, 2000 and 1999, and the consolidated statements of cash flows for the nine month periods ended September 30, 2000 and 1999. These financial statements are the responsibility of the Company's management.

We conducted our reviews in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data, and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in the United States, which will be performed for the full year with the objective of expressing an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should be made to the accompanying consolidated financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States.

We have previously audited, in accordance with auditing standards generally accepted in the United States, the consolidated balance sheet of First Midwest Bancorp, Inc. as of December 31, 1999, and the related consolidated statements of income, shareholders' equity, and cash flows for the year then ended (not presented herein) and in our report dated January 18, 2000, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 1999, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

/s/ Ernst & Young, LLP

Chicago, Illinois

November 13, 2000