Item 1.01. Entry into a Material Definitive Agreement.

On December 5, 2008, First Midwest Bancorp, Inc. (the "Company" or "First Midwest'), issued and sold to the United States Department of the Treasury ("Treasury") 193,0000 shares (the "Preferred Shares") of the Company's Fixed Rate Cumulative Perpetual Preferred Stock, Series B, and a ten-year warrant. This investment was made pursuant to the Capital Purchase Program ("CPP") of the Troubled Asset Relief Program established by the Emergency Economic Stabilization Act of 2008, as amended by American Recovery and Reinvestment Act of 2009 (collectively "EESA"). Participation in the CPP requires institutions to implement several limits on executive compensation, including a prohibition on paying or accruing any bonus, incentive or retention compensation with respect to the participant's five most highly compensated employees, except for awards of long-term restricted stock with a maximum value of up to 1/3 of the employee's total annual compensation, provided that, such shares do not fully vest before the preferred shares issued by the participant to the Treasury in connection with the CPP investment are redeemed in full. Regulations implementing such provisions have not yet been issued by the Treasury. The provisions of EESA and such regulations are referred to collectively below as the "EESA Requirements."

On May 20, 2009 the Compensation Committee of the Company's Board of Directors approved the issuance by the Company of long-term restricted stock awards ("RSA") to the Company's five most highly compensated employees under the terms and conditions of the Company's form RSA agreement for employees, with the following additions and modifications:

a. In the event the award does not comply with EESA Requirements, the non-conforming provisions will be modified to comply with the EESA Requirements.

b. The shares do not fully vest until the Company redeems the Preferred Shares and the executive completes a ten day service period following such redemption, unless earlier full vesting is permitted under EESA Requirements.