-----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, TMhqf0eV6Z4YvLIdwdZoKkbKGnxEXGhuQjtqywF6bZrKehYCruZFzoU4mvVRHxVa 8bmptMT53beoE/ScMXYu9A== 0000702325-08-000020.txt : 20080222 0000702325-08-000020.hdr.sgml : 20080222 20080222172538 ACCESSION NUMBER: 0000702325-08-000020 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080220 FILED AS OF DATE: 20080222 DATE AS OF CHANGE: 20080222 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CHELBERG BRUCE CENTRAL INDEX KEY: 0001200263 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-10967 FILM NUMBER: 08637494 BUSINESS ADDRESS: BUSINESS PHONE: 8478643500 MAIL ADDRESS: STREET 1: 1560 SHERMAN AVENUE STREET 2: SUITE 1000 CITY: EVANSTON STATE: IL ZIP: 60201 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: ONE PIERCE PLACE STREET 2: SUITE 1500 CITY: ITASCA STATE: IL ZIP: 60143 BUSINESS PHONE: 6308757450 MAIL ADDRESS: STREET 1: ONE PIERCE PLACE STREET 2: SUITE 1500 CITY: ITASCA STATE: IL ZIP: 60143 4 1 che644.xml X0202 4 2008-02-20 0 0000702325 FIRST MIDWEST BANCORP INC FMBI 0001200263 CHELBERG BRUCE ONE PIERCE PLACE, SUITE 1500 ITASCA IL 60143 1 0 0 0 Non-Qualified Stock Option (right to buy) 28.0950 2008-02-20 4 A 0 3740 0 A 2009-02-20 2018-02-20 Common Stock 3740 3740 D Granted under the Amended and Restated Non-Employee Directors' Stock Option Plan. Exhibit List - Exhibit 24 Power of Attorney By: Andrea L. Stangl, Attorney-in-fact 2008-02-22 EX-24 2 poa022008bsc.htm POWER OF ATTORNEY FORM

OF

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of Cynthia A. Lance, Andrea L. Stangl, Jennifer L. Becker or Nora L. Ervins 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 20^th day of February, 2008.

Signature: /S/ BRUCE S. CHELBERG

Print Name: Bruce S. Chelberg

-----END PRIVACY-ENHANCED MESSAGE-----

(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.