Exhibit 25.2

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER

THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

Check if an Application to Determine Eligibility of

a Trustee Pursuant to Section 305(b)(2)

U.S. BANK NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

31-0841368

I.R.S. Employer Identification No.

800 Nicollet Mall Minneapolis, Minnesota	55402
(Address of principal executive offices)	(Zip Code)

Grace A. Gorka

U.S. Bank National Association

209 South LaSalle St., Suite 300

Chicago, IL 60604

(312) 325-8907

(Name, address and telephone number of agent for service)

First Midwest Bancorp, Inc.

(Issuer with respect to the Securities)

Delaware	36-3161078
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

One Pierce Place, Suite 1500 Itasca, Illinois	60143
(Address of Principal Executive Offices)	(Zip Code)

First Midwest Bancorp, Inc. Subordinated Debt

(Title of the Indenture Securities)

FORM T-1

Item 1. GENERAL INFORMATION. Furnish the following information as to the Trustee.

a) Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Washington, D.C.

b) Whether it is authorized to exercise corporate trust powers.

Yes

Item 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.

None

Items 3-15 Items 3-15 are not applicable because to the best of the Trustee’s knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

Item 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.

1. A copy of the Articles of Association of the Trustee.*

2. A copy of the certificate of authority of the Trustee to commence business.*

3. A copy of the certificate of authority of the Trustee to exercise corporate trust powers.*

4. A copy of the existing bylaws of the Trustee.*

5. A copy of each Indenture referred to in Item 4. Not applicable.

6. The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.

7. Report of Condition of the Trustee as of December 31, 2005 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4 filed by Revlon Consumer Products Corp., Registration Number 333-128217.

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SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Chicago, State of Illinois on the 27th of February, 2006.

By:	/s/ Grace A. Gorka
	Grace A. Gorka Vice President

By:	/s/ Melissa A. Rosal
	Melissa A. Rosal Vice President

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Exhibit 6

CONSENT

In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: February 27, 2006

By:	/s/ Grace A. Gorka
	Grace A. Gorka Vice President

By:	/s/ Melissa A. Rosal
	Melissa A. Rosal Vice President

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Exhibit 7

U.S. Bank National Association

Statement of Financial Condition

As of 12/31/2005

($000’s)

	12/31/2005
Assets
Cash and Due From Depository Institutions	$	8,000,884
Securities		39,572,460
Federal Funds		3,106,359
Loans & Lease Financing Receivables		134,097,750
Fixed Assets		1,759,753
Intangible Assets		11,264,248
Other Assets		11,065,956
Total Assets	$	208,867,410
Liabilities
Deposits	$	135,603,591
Fed Funds		13,987,126
Treasury Demand Notes		0
Trading Liabilities		186,413
Other Borrowed Money		24,865,833
Acceptances		60,785
Subordinated Notes and Debentures		6,606,929
Other Liabilities		6,323,045
Total Liabilities	$	187,633,722
Equity
Minority Interest in Subsidiaries	$	1,025,113
Common and Preferred Stock		18,200
Surplus		11,804,040
Undivided Profits		8,386,335
Total Equity Capital	$	21,233,688
Total Liabilities and Equity Capital	$	208,867,410

To the best of the undersigned’s determination, as of the date hereof, the above financial information is true and correct.

U.S. Bank National Association
By:	/s/ Grace A. Gorka
	Vice President

Date: February 27, 2006

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