-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Itge1DtPtlhIU/HjvVLwY8NKlUXQSHjQFQGQLJ9m9r1c9HTsqwSIT9dsdvn/ZKnz VE7WnbkwG2QR9BAFlAgSWQ== 0000702325-03-000185.txt : 20031231 0000702325-03-000185.hdr.sgml : 20031231 20031231140212 ACCESSION NUMBER: 0000702325-03-000185 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031230 FILED AS OF DATE: 20031231 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DIETRICH MARK M CENTRAL INDEX KEY: 0001199249 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-10967 FILM NUMBER: 031080148 MAIL ADDRESS: STREET 1: 300 PARK BLVD STREET 2: SUITE 405 CITY: ITASCA STATE: IL ZIP: 60143 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST MIDWEST BANCORP INC CENTRAL INDEX KEY: 0000702325 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 363161078 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 300 PARK BLVD SUITE 405 STREET 2: P O BOX 459 CITY: ITASCA STATE: IL ZIP: 60143-0459 BUSINESS PHONE: 7088757450 MAIL ADDRESS: STREET 1: 300 PARK BLVD SUITE 405 STREET 2: P O BOOX 459 CITY: ITASCA STATE: IL ZIP: 60143-0459 4 1 die98.xml X0201 4 2003-12-30 0 0000702325 FIRST MIDWEST BANCORP INC FMBI 0001199249 DIETRICH MARK M 300 PARK BOULEVARD, SUITE 405 ITASCA IL 60143 0 1 0 0 EVP, First Midwest Bank Common Stock 1875 D Common Stock 5564 I By NQ Stock Option Gain Deferral Plan Tr Common Stock 8619 I By Profit Sharing Plan Trust Phantom Stock under NQ Retirement Plan 0.0000 2003-12-30 4 A 0 38 32.1100 A Common Stock 38 785 D Phantom Stock under NQ Retirement Plan 0.0000 2003-12-30 4 A 0 179 32.1100 A Common Stock 179 964 D Non-Qualified Stock Option (right to buy) 22.7250 2001-07-04 2005-12-15 Common Stock 2853 2853 D Non-Qualified Stock Option (right to buy) 22.7250 2001-07-04 2006-02-21 Common Stock 984 984 D Non-Qualified Stock Option (right to buy) 30.2650 2002-10-25 2010-02-16 Common Stock 1875 1875 D Non-Qualified Stock Option (right to buy) 26.2550 2013-02-19 Common Stock 10747 10747 D Non-Qualified Stock Option (right to buy) 22.5000 2011-02-21 Common Stock 11066 11066 D Non-Qualified Stock Option (right to buy) 28.6950 2012-02-20 Common Stock 9409 9409 D Between April 25, 2003 and October 21, 2003 the reporting person acquired 70 shares of First Midwest common stock pursuant to the dividend reinvestment feature under the First Midwest Bancorp, Inc. Non-Qualified Gain Deferral Plan. The information in this report is based on a plan statement dated October 28, 2003. Between April 30, 2003 and December 30, 2003 the reporting person acquired 35 shares of First Midwest Bancorp, Inc. common stock under the First Midwest Bancorp, Inc. Savings and Profit Sharing Plan. The information in this report is based on a plan statement dated December 30 , 2003. Between April 30, 2003 and October 30, 2003 the reporting person acquired 147 shares of First Midwest common stock pursuant to the dividend reinvestment feature under the First Midwest Bancorp, Inc. Savings and Profit Sharing Plan. The information in this report is based on a plan statement dated October 30, 2003. Shares of phantom stock in the NQ Retirement Plan are exercisable immediately. Shares of phantom stock in the NQ Retirement Plan are payable in cash following the termination of the reporting person's employment with First Midwest Bancorp, Inc. Between April 23, 2003 and October 28, 2003 the reporting person acquired 10 shares of First Midwest common stock pursuant to the dividend reinvestment feature under the First Midwest Bancorp, Inc. Non-Qualified Retirement Plan. The information in this report is based on a plan statement dated October 28, 2003. The stock option vests in two equal annual installments beginning on February 21, 2003. The stock option vests in two equal annual installments beginning on February 20, 2004. The stock option vests in two equal annual installments beginning on February 19, 2005. By: Andrea L. Stangl, Attorney-in-fact for 2003-12-31 EX-24 3 poa081403mmd.htm POWER OF ATTORNEY POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of Steven H. Shapiro, Corporate Secretary, Barbara E. Briick, Assistant Corporate Secretary, or Andrea Stangl, Assistant Corporate Secretary, of First Midwest Bancorp, Inc. (the "Company"), signing singly, the undersigned's true and lawful attorney-in-fact to:

(1)

execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of the Company or First Midwest Bank, Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder and Form 144 in accordance with Rule 144 under the Securities Act of 1933;

(2)

do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, 5 or 144, complete and execute any amendment or amendments thereto, and timely file such form or amendment with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(3)

take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required of, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf on the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as shall be deemed appropriate by such attorney-in-fact in such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company, assuming any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934 and Rule 144 under the Securities Act of 1933.

This Power of Attorney shall remain in full force and effect until the earliest of the following has occurred: (1) the undersigned is no longer required to file Forms 3, 4, 5 and 144 with respect to the undersigned's holdings of and transactions in securities issued by the Company, (2) this Power of Attorney is revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact, or (3) as to any attorney-in-fact individually, such attorney-in-fact is no longer employed by the Company.

In witness whereof, the undersigned has caused this Power of Attorney to be executed as of this 14^th day of August, 2003.

Signature: /S/ MARK M. DIETRICH

Print Name: Mark M. Dietrich

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(1)	execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of the Company or First Midwest Bank, Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder and Form 144 in accordance with Rule 144 under the Securities Act of 1933;
(2)	do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, 5 or 144, complete and execute any amendment or amendments thereto, and timely file such form or amendment with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
(3)	take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required of, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf on the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as shall be deemed appropriate by such attorney-in-fact in such attorney-in-fact's discretion.