Item 3.02 Unregistered Sales of Equity Securities.

On September 25, 2009, First Midwest Bancorp, Inc. ("First Midwest") announced the results of its previously announced offer to exchange shares of First Midwest common stock for the Company's 5.85% Subordinated Notes due 2016 (the "Notes") and its separate previously announced offer to exchange shares of First Midwest common stock for the 6.95% Capital Securities (the "Capital Securities") issued by First Midwest Capital Trust I (collectively, the "Exchange Offers"). Each Exchange Offer expired at 11:59 p.m., New York City time, on September 24, 2009, and the Company accepted for exchange all Notes and Capital Securities that were validly tendered and not withdrawn in the Exchange Offers.

The Notes Exchange Offer will result in the retirement of approximately $29.5 million principal amount of Notes and the issuance of approximately 2.58 million shares of the Company's common stock. The Capital Securities Exchange Offer will result in the retirement of approximately $39.3 million liquidation amount of Capital Securities and the issuance of approximately 3.05 million shares of the Company's common stock. In the aggregate, the Exchange Offers also will result in recognition by the Company of approximately $7 million in after tax gains. The Company expects that settlement of the Exchange Offers will occur on September 29, 2009.

The shares of common stock delivered upon settlement of the Exchange Offers were offered and will be issued in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), provided by Section 3(a)(9) of the Securities Act.