FIRST MIDWEST BANCORP INC (Form: 10-Q, Received: 08/03/2012 17:11:24)

Exhibit 4.1

FIRST MIDWEST BANCORP, INC.

INDEMNIFICATION AGREEMENT

THIS AGREEMENT is entered into, effective as of April 3, 2012, between FIRST MIDWEST BANCORP, INC., a Delaware corporation (the “ Company ”), and ____ (“ Indemnitee ”).

WHEREAS, it is essential to the Company and its Subsidiaries (as defined below) to retain and attract as directors, officers and employees the most capable persons available;

WHEREAS, Indemnitee is a director, officer, and/or employee of the Company or one or more of its Subsidiaries;

WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other claims currently being asserted against directors, officers and employees of corporations and banks; and

WHEREAS, in recognition of Indemnitee’s need for substantial protection against personal liability in order to enhance Indemnitee’s continued and effective service to the Company and/or its Subsidiaries, and in order to induce Indemnitee to provide services to the Company and/or its Subsidiaries as a director, officer and/or employee, the Company wishes to provide in this Agreement for the indemnification of and the advancing of Expenses (as defined below) to Indemnitee to the fullest extent (whether partial or complete) permitted by law and as set forth in this Agreement, and, to the extent insurance is maintained which includes Indemnitee as a covered party, for the coverage of Indemnitee under the Company’s directors’ and officers’ liability insurance policies.

NOW, THEREFORE, in consideration of the above premises and of Indemnitee’s continuing to serve the Company directly or, at its request, one or more of its Subsidiaries or an other enterprise (as defined below), and intending to be legally bound hereby, the parties agree as follows:

1. Certain Definitions . For purposes of this Agreement, the following terms shall have the meanings set forth in this Section 1 (such meanings to be equally applicable in both the singular and plural forms of the term defined, unless the context requires otherwise).

(a) “ Board ” means the Board of Directors of the Company.

(b) “ Business Day ” means any day other than a day when banks are required or authorized to be closed for business in the State of Illinois.

(c) “ Change in Control of the Company ” means (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “ Beneficial Owner ” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing twenty-five percent (25%) or more of the total voting power

represented by the Company’s then outstanding Voting Securities, (ii) during any period of two consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in Sections 1(g)(i), 1(g)(iii) or 1(g)(iv)) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, (iii) the effective date of a merger or consolidation of the Company with any other Person, other than a merger or consolidation that would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) more than fifty percent ( 5 0%) of the total voting power represented by the Voting Securities of the Company, or such surviving entity outstanding immediately after such merger or consolidation, or (iv) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company (in one transaction or a series of transactions) of all or substantially all of the Company’s assets.

(d) “ Company Business Combination ” has the meaning set forth in Section 15 hereof.

(e) “ Delaware Court ” has the meaning set forth in Section 17 hereof.

(f) “ Disinterested Director ” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

(g) “ Expense Advance ” has the meaning set forth in Section 2(c) hereof.

(h) “ Expenses ” means any expense, including without limitation, attorneys’ fees, retainers, court costs, transcript costs, fees and expenses of experts, including accountants and other advisors, travel expenses, duplicating costs, postage, delivery service fees, filing fees and all other disbursements or expenses of the types typically paid or incurred in connection with investigating, defending, being a witness in, or participating in (including on appeal), or preparing for any of the foregoing in, any Proceeding relating to any Indemnifiable Event, and any expenses of establishing a right to indemnification under Sections 2 , 4 and/or 5 of this Agreement or any other right hereunder , in each case to the extent actually and reasonably incurred .

(i) “ Indemnifiable Event ” means, to the fullest extent permitted by law, any event or occurrence that takes place either prior to or after the execution of this Agreement, related to the fact that Indemnitee is or was a director, officer, employee or agent of the Company or any Subsidiary, is or was serving at the request of the Company or any Subsidiary as a director, officer, employee, trustee, agent, limited partner, member or fiduciary of another Person, including any other enterprise, or was a director, officer, employee or agent of a foreign or domestic corporation that was a predecessor corporation of the Company or any corporate Subsidiary or a foreign or domestic financial institution that was a predecessor of any Bank or of

an other enterprise at the request of such predecessor corporation or financial institution, or related to anything done or not done by Indemnitee in any such capacity, whether or not the basis of the Proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent of the Company, any Bank or other Subsidiary, as described above.

(j) “ Independent Counsel ” means the legal counsel appointed in connection with Section 3 .

(k) “ other enterprise ” shall include employee benefit plans; reference to “ fines ” shall include any excise tax assessed with respect to any employee benefit plan; reference to “ serving at the request of the Company or a Subsidiary ” shall include any service as a director, officer, employee or agent of the Company or any Subsidiary which imposes duties on, or involves services by, such director, officer, employee or agent with respect to any employee benefit plan, its participants or beneficiaries.

(l) “ Person ” means any individual or bank, corporation, partnership, joint venture, limited liability company, limited partnership, employee benefit plan, trust or other entity or enterprise, or any foreign, federal, state or local court, governmental agency or other body.

(m) “ Prior Agreement ” has the meaning set forth in Section 15 hereof.

(n) “ Proceeding ” means any threatened, pending or completed action, suit, arbitration, alternative dispute mechanism, inquiry, administrative or legislative hearing, investigation (formal or informal) or any other actual, threatened or completed proceeding, including any and all appeals, whether brought in the right of the Company or any other Person, whether civil, criminal, administrative, investigative or other, and in each case whether or not commenced prior to the date of this Agreement, that relates to an Indemnifiable Event, including without limitation any Bank Proceeding.

(o) “ Reviewing Party ” means the Person appointed in accordance with Section 3 .

(p) “Subsidiary” means any Person (other than an individual) fifty percent ( 5 0%) or more of whose Voting Securities or equity interests are owned by the Company, directly or indirectly, at any time while Indemnitee is or was serving as a director, officer, employee and/or agent of such Person.

(q) “ Voting Securities ” means any securities of the Company or a Subsidiary that vote generally in the election of directors of the Company or such Subsidiary, respectively.

2. Agreement to Indemnify .

(a) General Agreement . In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee and hold Indemnitee harmless from and against any and

all Expenses, liabilities or losses, judgments, fines, ERISA excise taxes and penalties, amounts paid or to be paid in settlement, any interest, assessments or other charges imposed thereon, and any federal, state, local or foreign taxes imposed as a result of the actual or deemed receipt of any payments under this Agreement, to the fullest extent permitted by applicable law, as the same exists or may hereafter be amended or interpreted (but in the case of any such amendment or interpretation, only to the extent that such amendment or interpretation permits the Company to provide broader indemnification rights than were permitted prior thereto). The parties hereto intend that this Agreement shall provide for indemnification in excess of that expressly permitted by statute. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of amounts described in this Section 2(a), but not however, all of such amounts, the Company shall nonetheless indemnity Indemnitee for the portion thereof to which Indemnitee is entitled.

(b) Limitation on Obligation to Indemnity . Notwithstanding anything in this Agreement to the contrary, Indemnitee shall not be entitled to indemnification or advancement of Expenses pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any Subsidiary or any director or officer of the Company or any Subsidiary unless (i) the Company has joined in or the Board has consented to the initiation of such Proceeding, (ii) the Proceeding is one to enforce indemnification rights under Section 5 or contribution rights under Section 7 , or (iii) the Proceeding is instituted after a Change in Control of the Company.

(c) Expense Advances . If so requested by Indemnitee, the Company shall advance any and all Expenses to Indemnitee (an “ Expense Advance ”) within ten (10) Business Days after the receipt by the Company of a statement or statements from Indemnitee requesting such Expense Advance or Expense Advances, whether prior to or after final disposition of any Proceeding. Expense Advances shall be made without regard to Indemnitee’s ability to repay the Expense Advance s and without regard to Indemnitee’s ultimate entitlement to indemnification under the provisions of this Agreement. Indemnitee shall, and hereby undertakes to , repay the Expense Advance if and to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company . Indemnitee shall make any such repayment promptly following written notice of any such determination . Expense Advances shall include any and all reasonable Expenses incurred pursuing an action to enforce this right of advancement. If Indemnitee has commenced legal proceedings in a court of competent jurisdiction in the State of Delaware to secure a determination that Indemnitee should be indemnified under applicable law, as provided in Section 4 , any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under this Agreement or applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee’s obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon.

(d) Mandatory Indemnification . Notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful, in whole or in part, on the merits in defense of any Proceeding relating to an Indemnifiable Event or in defense of any issue or matter therein, Indemnitee shall be indemnified against all Expenses incurred in connection

therewith to the fullest extent permitted by law. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter.

3. Reviewing Party .

(a) Prior to a Change in Control . Prior to a Change in Control of the Company, the Person (the “Reviewing Party”) who shall determine whether Indemnitee is entitled to indemnification in the first instance shall be (i) the Board acting by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum of the Board; (ii) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (iii) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee ; or (iv) if so directed by the Board, by the stockholders of the Company. If the Independent Counsel is the Reviewing Party, the Company shall seek legal advice only from Independent Counsel selected by the Company and approved by Indemnitee (which approval shall not be unreasonably withheld or delayed), and who is not presently and has not otherwise performed services for the Company, the Subsidiary or Indemnitee (other than in connection with indemnification matters) within three (3) years prior to the date of selection of such Independent Counsel. The Independent Counsel shall not include any Person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing any of the Company, such Subsidiary or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. Such Independent Counsel, among other things, shall render its written opinion to the Company and to Indemnitee, as to whether and to what extent Indemnitee should be permitted to be indemnified under applicable law. In any event, Indemnitee shall be entitled to a copy of such written opinion. The Company agrees to pay the reasonable fees of the Independent Counsel and to indemnify fully such Independent Counsel against any and all expenses (including attorneys’ fees), claims, liabilities, losses and damages arising out of or relating to this Agreement or the engagement of such Independent Counsel hereto.

(b) After a Change in Control. After a Change in Control of the Company, the Reviewing Party shall be the Independent Counsel referred to below. With respect to all matters arising from a Change in Control of the Company(other than a Change in Control of the Company approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control of the Company) concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement, any other agreement or under applicable law or the Company’s certificate of incorporation or by-laws or a Subsidiary’s constituent documents now or hereafter in effect relating to indemnification for Indemnifiable Events, the Company shall seek legal advice only from Independent Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld or delayed), and who is not presently and has not otherwise performed services for the Company, such Subsidiary or Indemnitee (other than in connection with indemnification matters) within three ( 3 ) years prior to the date of selection of such Independent Counsel. The Independent Counsel shall not include any Person who, under the applicable standards of

professional conduct then prevailing, would have a conflict of interest in representing any of the Company, such Subsidiary or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. Such Independent Counsel, among other things, shall render its written opinion to the Company andto Indemnitee, as to whether and to what extent Indemnitee should be permitted to be indemnified under applicable law. In any event, Indemnitee shall be entitled to a copy of such written opinion. The Company agrees to pay the reasonable fees of the Independent Counsel and to indemnify fully such Independent Counsel against any and all expenses (including attorneys’ fees), claims, liabilities, losses, and damages arising out of or relating to this Agreement or the engagement of such Independent Counsel pursuant hereto.

(c) Petition to Appoint Independent Counsel . If, within twenty (20) calendar days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 4(a) hereof and the final disposition of the Proceeding, no Independent Counsel shall have been selected and not objected to either the Company or Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by Indemnitee to the Company’s selection of Independent Counsel or by Indemnitee to the Company’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a Person selected by the court or by such other Person as the court shall designate, and the Person with respect to whom all objections are so resolved or the Person so appointed shall act as Independent Counsel under Section 3(a) or (b) hereof, as the case may be. The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 3(a) or (b) hereof, as the case may be, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 3(c) , regardless of the manner in which such Independent Counsel was selected or appointed.

(d) Good Faith . Any Independent Counsel, member of the Board or stockholder of the Company shall act reasonably and in good faith in making a determination regarding Indemnitee’s entitlement to indemnification under this Agreement. Any costs or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the Person or Persons making such determination shall be borne by the Company irrespective of the determination as to Indemnitee’s entitlement to indemnification), and the Company hereby indemnifies Indemnitee and agrees to hold Indemnitee harmless therefrom.

(e) Settlement or Other Disposition . The Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which Indemnitee is a party is resolved in any manner other than by adverse judgment against Indemnitee (including, without limitation, settlement of such Proceeding with or without payment of money or other consideration), it shall be presumed that Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

(f) Judgment . The termination of any Proceeding, or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself

adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company or any Subsidiary or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his conduct was unlawful.

(g) Validity . The Company and each Subsidiary shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 3 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and the Company shall, and shall cause each Subsidiary to, stipulate in any such court that the Company and such Subsidiary is bound by all the provisions of this Agreement.

(h) Final Determination . Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding.

4. Indemnification Process and Appeal .

(a) Indemnification Procedure . Indemnitee shall notify the Company in writing of any matter with respect to which Indemnitee intends to seek indemnification or an Expense Advance hereunder as soon as reasonably practicable following the receipt by Indemnitee of written notice thereof. The written notification to the Company shall include a description of the nature of the Proceeding and the facts underlying the Proceeding, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of such Proceeding. The omission by Indemnitee to notify the Company hereunder will not relieve the Company from any liability which it may have to Indemnitee hereunder or otherwise than under this Agreement, and any delay in so notifying the Company shall not constitute a waiver by Indemnitee of any rights under this Agreement. The Corporate Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification. Upon written request by Indemnitee for indemnification pursuant to this Section 4(a) , a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto, shall be made by the Reviewing Party in accordance with Section 3(a) or 3(b) , as the case may be.

(b) Suit to Enforce Rights . If (i) no determination of entitlement to indemnification shall have been made within sixty (60) days after Indemnitee has made a demand in accordance with Section 4(a) , (ii) payment of indemnification pursuant to Section 2(a) is not made within ten (10) Business Days after a determination has been made that Indemnitee is entitled to indemnification, (iii) the Reviewing Party determines pursuant to Section 4(a) that Indemnitee is not entitled to indemnification under this Agreement, (iv) payment of indemnification pursuant to Section 2(d) is not made within ten (10) Business Days after a written request therefor, or (v) Indemnitee has not received an Expense Advance within Ten (10) Business Days after making such a request in accordance with Section 2(c) , then Indemnitee shall have the right to enforce his indemnification and Expense Advance rights under this Agreement by commencing litigation in any court of competent jurisdiction in the State of Delaware seeking an initial determination by the court or challenging any determination by the

Reviewing Party or any aspect thereof. The Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party not challenged by Indemnitee on or before the first anniversary of the date of the Reviewing Party’s determination shall be binding on the Company and Indemnitee. The remedy provided for in this Section 4 shall be in addition to any other right and remedies available to Indemnitee in law or equity.

(c) Defense to Indemnification, Burden of Proof and Presumptions . To the maximum extent permitted by applicable law in making a determination with respect to entitlement to indemnification (or an Expense Advance) under this Agreement:

(i) the Reviewing Party shall presume that Indemnitee is entitled to indemnification (or an Expense Advance) under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 4(a) of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making by the Reviewing Party of any determination contrary to that presumption;

(ii) it shall be a defense to any action brought by Indemnitee against the Company to enforce this Agreement (other than an action brought to enforce a claim for Expenses incurred in defending a Proceeding in advance of its final disposition where the required undertaking has been tendered to the Company) that it is not permissible under applicable law for the Company to indemnify Indemnitee for the Indemnifiable Event asserted by Indemnitee;

(iii) in connection with any action brought pursuant to Section 4(c)(ii) as to whether Indemnitee is entitled to be indemnified hereunder, the burden of proving Indemnitee is not entitled to indemnification under this Agreement shall be on the Company;

(iv) neither the failure of the Reviewing Party or the Company (including its Board, Independent Counsel, or its stockholders) to have made a determination prior to the commencement of such action by Indemnitee that indemnification of the claimant is proper under the circumstances because Indemnitee has met the standard of conduct set forth in applicable law, nor an actual determination by the Reviewing Party or Company (including its Board, Independent Counsel or its stockholders) that Indemnitee had not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has met the applicable standard of conduct;

(v) for purposes of this Agreement, the termination of any claim, action, suit or proceeding, by judgment, order, settlement (whether with or without court approval), conviction, or upon a plea of nolo contendere or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law;

(vi) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Company or any Subsidiary, including financial statements (other than any such records, books or financial statements for whose preparation Indemnitee was primarily responsible), or on information supplied to Indemnitee by the officers of the Company or any Subsidiary in the course of their duties, or on the advice of legal counsel for the Company or any Subsidiary or on information or records given or reports made to the Company or any Subsidiary by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company or any Subsidiary. In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Company or any Subsidiary shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. Whether or not the foregoing provisions of this Section 4(c)(vi) are satisfied, it shall in any event be presumed that Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company and each Subsidiary. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

5. Indemnification for Expenses Incurred in Enforcing Rights . Except to the extent prohibited by Section 14 hereof, the Company shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall advance such Expenses to Indemnitee on such terms and conditions as the Board deems appropriate, that are incurred by Indemnitee in connection with any claim asserted against or action brought by Indemnitee for:

(a) enforcement of this Agreement;

(b) indemnification of Expenses or Expense Advances by the Company under this Agreement or any other agreement or under applicable law or the Company’s certificate of incorporation or by-laws or a Subsidiary’s constituent documents now or hereafter in effect relating to indemnification for Indemnifiable Events; and/or

6. Defense of Proceeding .

(a) Defense . With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company or any Subsidiary designated by the Company and that has legal standing to participate in such Proceeding will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company or such Subsidiary so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company or such Subsidiary to Indemnitee of its election to assume the defense of any Proceeding, the Company will not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ Indemnitee’s own counsel in such Proceeding, but all Expenses related thereto

incurred after notice from the Company or such Subsidiary of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of counsel by Indemnitee has been authorized by the Company or such Subsidiary, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company or such Subsidiary in the defense of the Proceeding, (iii) after a Change in Control of the Company, or (iv) neither the Company nor such Subsidiary shall within sixty (60) calendar days (or such shorter period of time as may be necessary to preserve any rights or defenses) in fact have employed counsel to assume the defense of such Proceeding, in each of which cases in clauses (i) through (iv) all Expenses of the Proceeding shall be borne by the Company; and (v) if the Company or such Subsidiary has employed counsel to represent Indemnitee and other current and former directors, officers and employees of the Company or such Subsidiary in the defense of a Proceeding, and a majority of such persons, including Indemnitee, reasonably object to such counsel selected by the Company or such Subsidiary pursuant to this Section 6(a) , then such persons, including Indemnitee, shall be permitted to employ one (1) additional counsel of their choice and the reasonable fees and expenses of such counsel shall be at the expense of the Company; provided , however , that such counsel shall be chosen from amongst the list of counsel, if applicable, approved by any company with which the Company or such Subsidiary obtains or maintains directors’ and officers’ liability insurance, if required by the terms of such insurance. In the event separate counsel is retained by an Indemnitee pursuant to this Section 6(a) , the Company shall and shall cause such Subsidiary, if applicable, to cooperate fully with Indemnitee with respect to the defense of the Proceeding, including making documents, witnesses and other reasonable information related to the defense available to Indemnitee and such separate counsel pursuant to joint-defense agreements or confidentiality agreements, as appropriate. Neither the Company nor such Subsidiary shall be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or such Subsidiary, as to which Indemnitee shall have made the determination provided for in clause (ii) above or as to which the Indemnitee elects to assume the defense after the occurrence of either of the events described in clause (iii) above.

(b) Settlement of Claims . The Company shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Proceeding effected without the Company’s written consent; provided , however , that if a Change in Control of the Company has occurred, the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Independent Counsel has approved the settlement. The Company shall not and shall not permit any Subsidiary to settle any Proceeding in any manner that would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent. The Company shall not and shall not permit any Subsidiary, and Indemnitee shall not unreasonably withhold its consent, to any proposed settlement. The Company shall not be liable to indemnify Indemnitee under this Agreement with regard to any judicial award in a Proceeding to the extent Indemnitee did not give the Company or a Subsidiary a reasonable and timely opportunity, at the Company’s or such Subsidiary’s expense, to participate in the defense of such Proceeding; provided , however , the Company’s liability hereunder to Indemnitee shall not be excused if participation in the Proceeding by the Company or such Subsidiary was barred by this Agreement or if the Company or any Subsidiary elected to undertake the defense of such Proceeding and subsequently failed to pursue such defense diligently and in good faith.

7. Contribution .

(a) Whether or not the indemnification provided in Section 2 hereof is available in respect of any Proceeding in which the Company or any Subsidiary is jointly liable with Indemnitee (or would be if joined in such Proceeding), to the fullest extent permitted by law, the Company shall pay, in the first instance, the entire amount of any judgment or settlement of such Proceeding without requiring Indemnitee to contribute to such payment and the Company hereby waives and relinquishes, and shall cause such Subsidiary to waive and relinquish, any right of contribution it may have against Indemnitee. The Company shall not, and shall not permit any Subsidiary to, enter into any settlement of any Proceeding in which the Company or a Subsidiary is jointly liable with Indemnitee (or would be if joined in such Proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee in such Proceeding to the fullest extent permitted by law.

(b) Without diminishing or impairing the obligations of the Company set forth in Section 7(a) , if, for any reason, Indemnitee shall elect or be required to pay all or any portion of any judgment or settlement in any Proceeding in which the Company or a Subsidiary is jointly liable with Indemnitee (or would be if joined in such Proceeding), the Company shall contribute to the amount of Expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred and paid or payable by Indemnitee in proportion to the relative benefits received by the Company and all officers, directors or employees of the Company or any Subsidiary, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, from the transaction from which such Proceeding arose; provided , however , that the proportion determined on the basis of relative benefit may, to the extent necessary to conform to law, be further adjusted by reference to the relative fault of the Company, such Subsidiary and all officers, directors or employees of the Company or such Subsidiary other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, in connection with the events that resulted in such Expenses, judgments, fines or settlement amounts, as well as any other equitable considerations which applicable law may require to be considered. The relative fault of the Company or such Subsidiary and all officers, directors or employees of the Company or such Subsidiary, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, shall be determined by reference to, among other things, the degree to which their actions were motivated by intent to gain personal profit or advantage, the degree to which their liability is primary or secondary and the degree to which their conduct is active or passive.

(c) To the fullest extent permitted by law, the Company hereby agrees to fully indemnify and hold Indemnitee harmless from any claims of contribution which may be brought by officers, directors or employees of the Company or any Subsidiary, other than Indemnitee, who may be jointly liable with Indemnitee.

(d) To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any Proceeding, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order

to reflect (i) the relative benefits received by the Company or any Subsidiary and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company or any Subsidiary (and their respective directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).

8. Non-Exclusivity . The rights of Indemnitee hereunder shall be in addition to any other rights Indemnitee may have under the laws of the State of Delaware, the Illinois Banking Act, the Company’s certificate of incorporation and by-laws, a Subsidiary’s constituent documents, applicable law or otherwise. To the extent that a change in applicable law (whether by statute or judicial decision) permits greater indemnification by agreement than would be afforded currently under the Company’s certificate of incorporation, by-laws, applicable law or this Agreement, it is the intent of the parties that Indemnitee enjoy by this Agreement the greater benefits so afforded by such change.

9. Liability Insurance . The Company shall use its best efforts (a) to continue to maintain, and to cause its Subsidiaries to maintain, in effect directors’ and officers’ insurance policies and fiduciary liability insurance policies (collectively, “D&O Insurance Policies”) with terms, conditions, retentions and limits of liability that are at least as favorable as those contained in the Company’s and any Subsidiary’s D&O Insurance Policies as in effect as of the date hereof (D&O Insurance Policies containing such terms conditions, retentions and limits of liability, referred to herein as “Comparable D&O Insurance Policies”), and, for so long as Indemnitee serves as a director, officer or employee of the Company or any Subsidiary or other enterprise and for a period of six (6) years thereafter, to cause Indemnitee to be covered under such Comparable D&O Insurance Policies in accordance with their respective terms, and (b) for a period of not less than six (6) years following the occurrence of (i) a Change in Control of the Company or (ii) the Company ceasing to operate its business as a going concern, to maintain in effect Comparable D&O Insurance Policies, and, until the earlier of (x) such time as the Company is no longer required to maintain such Comparable D&O Insurance Policies pursuant to this clause (b) or (y) the sixth (6th) anniversary of Indemnitee ceasing to serve as a director, officer or employee of the Company or any Subsidiary or other enterprise, to cause Indemnitee to be covered under such Comparable D&O Insurance Policies in accordance with their respective terms. In the event the Company or a Subsidiary, at any time it is required to maintain Comparable D&O Insurance Policies pursuant to the foregoing sentence, is not able to obtain Comparable D&O Insurance Policies, the Company shall be obligated to maintain and cause the Subsidiary to maintain D&O Insurance Policies with the best coverage then available for the time periods provided in, and otherwise in accordance with the terms of, the foregoing sentence. The Company and the Indemnitee shall cooperate fully to permit Indemnitee to purchase coverage regarding risks not covered by the D&O Insurance Policies or restricted by regulatory authorities or otherwise.

10. Period of Limitations . No legal action shall be brought and no cause of action shall be asserted by or on behalf of the Company or any affiliate of the Company, including any Subsidiary, against Indemnitee, Indemnitee’s spouse, heirs, executors, or personal or legal representatives after the expiration of two (2) years from the date of accrual of such cause of action, or such longer period as may be required by federal or state law under the circumstances. Any claim or cause of action of the Company or its affiliate shall be extinguished and deemed released unless asserted by the timely filing of a legal action within such period; provided ,

however , that if any shorter period of limitations is otherwise applicable to any such cause of action the shorter period shall govern.

11. Duration of Agreement . All agreements and obligations of the Company contained herein shall continue during the period Indemnitee is an officer or director of the Company (or is or was serving at the request of the Company as a director, officer, employee or agent of any Subsidiary or other enterprise) and shall continue thereafter until the expiration of all applicable statutes of limitation to bring any potential Proceeding against Indemnitee arising out of such service, whether or not he is acting or serving in any such capacity at the time any liability or expense is incurred for which indemnification can be provided under this Agreement.

12. Amendment of this Agreement . No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall operate as a waiver of any other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver. Except as specifically provided herein, no failure to exercise or any delay in exercising any right or remedy hereunder shall constitute a waiver thereof.

13. Subrogation . In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and shall do everything that may be reasonably necessary, at the Company’s expense, to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights.

14. Exclusions . The Company shall not be liable under this Agreement to make any payment in connection with any Proceeding (a) made against Indemnitee to the extent Indemnitee has otherwise actually received payment (under any insurance policy, by law or otherwise) of the amounts otherwise indemnifiable hereunder, or (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common.

15. Binding Effect . This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and thereto and their respective successors, assigns, including any direct or indirect successor by purchase, merger, consolidation or otherwise to all, substantially all or a substantial part, of the business and/or assets of the Company (a “ Company Business Combination ”), spouses, heirs and personal and legal representatives, as the case may be. At or prior to the closing of any such Company Business Combination or First Midwest Bank Business Combination, as the case may be, the Company or First Midwest Bank shall require and cause any successor of such Company Business Combination, as the case may be, to all, substantially all, or a substantial part, of the business and/or assets of the Company or, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company, respectively, would be required to perform if no such succession had taken place. This Agreement shall continue in effect regardless of whether Indemnitee continues to serve as a director, officer, employee or agent of the Company, any Subsidiary or of any other enterprise at the Company’s request. If this Agreement or sufficient portions hereof as to obviate the material

benefits of this Agreement to the Indemnitee shall be held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable and the Indemnitee, and the Company and/or one or more Subsidiaries were parties to a directors’ and officers’ indemnification or similar agreement dated prior to the date hereof (the “ Prior Agreement ”), then this Agreement shall not supercede the Prior Agreement which shall remain in full force and effect.

16. Severability . Subject to the last sentence of Section 15 , if any provision (or portion thereof) of this Agreement shall be held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, the remaining provisions shall remain enforceable to the fullest extent permitted by law. Furthermore, to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of this Agreement containing any provision held to be invalid, void or otherwise unenforceable, that is not itself invalid, void or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, void or unenforceable.

17. Governing Law and Consent to Jurisdiction . This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict-of-laws rules. The Company and Indemnitee hereby irrevocably and unconditionally (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware (the “ Delaware Court ”), and not in any other state or federal court in the United States of America or any court in any other country, (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (c) irrevocably appoint, to the extent such party is not otherwise subject to service of process in the State of Delaware, The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801, as such party’s agent in the State of Delaware for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware, (d) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court, and (e) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum.

18. Notices . All notices, demands and other communications required or permitted hereunder shall be made in writing and shall be deemed to have been duly given if delivered by hand, against receipt, by reputable overnight delivery service, against receipt, or mailed, postage prepaid, certified or registered U.S. mail, return receipt requested, and addressed to the Company at:

First Midwest Bancorp, Inc.

One Pierce Place

Suite 1500

Itasca, IL 60143

Attention: Corporate Secretary

and to Indemnitee at:

the address on file with the Company

Notice of change of address shall be effective only when given in accordance with this Section 18 . All notices complying with this Section 18 shall be deemed to have been received on the date of delivery or on the third (3rd) Business Day after mailing, as the case may be.

19. Security . To the fullest extent permitted by applicable law, the Company may from time to time, but shall not be required to, provide such insurance, collateral, letters of credit or other security as the Board may deem appropriate to support or secure the Company obligations under this Agreement.

20. Interpretation . The words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole, as the same may from time to time be amended, modified or supplemented, and not to any particular section, subsection or clause contained in this Agreement unless otherwise specifically provided herein. The words “including” and “include” and other words of similar import shall be deemed to be followed by the phrase “without limitation” and shall not be limited by any enumeration or otherwise.

[SIGNATURES FOLLOW]

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the day specified above.

	COMPANY: FIRST MIDWEST BANCORP, INC. By: Its:
	INDEMNITEE: [signature] Printed Name:

Exhibit 10.4

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “ Agreement ”) is made by and between FIRST MIDWEST BANCORP, INC. (“ Company ”) and the undersigned executive (“ Executive ”), on May 15, 2012.

W I T N E S S E T H :

WHEREAS , Company is desirous of employing Executive as an executive of Company or its wholly owned subsidiary, FIRST MIDWEST BANK (the “ Bank ”) or another such subsidiary on the terms and conditions, and for the consideration, hereinafter set forth and Executive is desirous of accepting such employment on such terms and conditions and for such consideration;

WHEREAS , references herein to Executive’s employment by the Company, the Bank or another subsidiary, and references herein to payments of any nature to be made to Executive shall mean that either the Company will make such payments or it will cause the Bank or other applicable subsidiary (reference to “ Employer ” hereinafter shall mean the Company, the Bank or other subsidiary by which Executive is employed) to make such payments to Executive:

NOW, THEREFORE , for and in consideration of the mutual promises, covenants and obligations contained herein, Company and Executive agree as follows:

1. Employment and Term .

(a) Employment . The Employer shall employ the Executive as Executive Vice President, Director of Retail Banking of the Bank, and the Executive shall so serve, for the term set forth in Paragraph 1(b).

(b) Term . The term of the Executive’s employment under this Agreement shall commence on April 30, 2012 (the “ Effective Date ”) and end on April 30, 2014, subject to the extension of such term as hereinafter provided and subject to earlier termination as provided in Paragraph 8 (the “ period of employment ”). The term of this Agreement shall be extended automatically for one (1) additional year as of the second anniversary of the Effective Date and each anniversary date thereof unless, no later than ninety (90) days prior to any such renewal date (i) the Company or Employer gives written notice to the Executive, or (ii) the Executive gives written notice to the Employer, in accordance with Paragraph 16, that the term of this Agreement shall not be so extended. Anything in this Agreement to the contrary, if at any time during the Executive’s period of employment under this Agreement there is a Change in Control (as defined in Paragraph 8), the term of this Agreement shall automatically extend to a date which is two (2) years from the date of the Change in Control (and shall be further extended pursuant to the foregoing provisions of this Paragraph 1(b), unless written notice to the contrary is given in accordance with this Paragraph 1(b)).

2. Duties and Responsibilities .

(a) The duties and responsibilities of Executive shall be of an executive nature as shall be required by the Employer in the conduct of its business. Executive’s powers and

authority shall be as may be prescribed by the By-laws of the Employer and as may be delegated to Executive, together with the performance of such other duties and responsibilities as from time to time may be assigned to Executive consistent with Executive’s position(s). Executive recognizes, that during the period of employment hereunder, Executive owes an undivided duty of loyalty to the Employer, and agrees to devote his entire business time and attention to the performance of said duties and responsibilities. Recognizing and acknowledging that it is essential for the protection and enhancement of the name and business of the Employer and the goodwill pertaining thereto, the Executive shall perform the duties under this Agreement professionally, in accordance with the applicable laws, rules and regulations and such standards, policies and procedures established by the Employer and the industry from time to time, including the Employer’s Corporate Code of Ethics and Standards of Conduct and, if applicable, Code of Ethics for Senior Financial Officers. Executive will not perform any duties for any other business without the prior written consent of the Employer, and may engage in charitable, civic or community activities, provided that such duties or activities do not materially interfere with the proper performance of his duties under this Agreement. During the period of employment, Executive agrees to serve without additional compensation as a director on the board of directors of the Employer, to which Executive may be elected or appointed.

(b) Notwithstanding anything herein to the contrary, Executive’s employment may be terminated by the Employer, subject to the terms and conditions of this Agreement.

3. Base Salary . For services performed by the Executive for the Employer pursuant to this Agreement, the Employer shall pay the Executive a base salary at the rate of two hundred and eighty five thousand dollars ($285,000) (“ Salary ”) per year, payable in substantially equal installments in accordance with the Employer’s regular payroll practices. Executive’s base salary shall be subject to review from time to time and the Employer may (but is not required to) increase the base salary, in its discretion, as it may authorize or determine.

4. Annual Bonuses . For each fiscal year during the term of employment, the Executive shall be eligible to receive a bonus pursuant to the First Midwest Bancorp, Inc. Short Term Incentive Compensation Plan or any successor or replacement plan (“ STIC ”), with an annual target bonus amount, in accordance with the terms of such Plan, as adopted and administered by the Board of Directors of First Midwest Bancorp, Inc. (“ Board ”) for senior executives of the Employer, as such plan may be amended from time to time by the Board in its discretion. Executive’s initial STIC bonus target will be forty percent (40%) of the Executive’s base salary in effect under Paragraph 3 above. The actual amount of any bonus will be determined in accordance with the terms of the STIC; provided, however, that Executive’s 2012 STIC bonus to be paid in 2013 shall be determined as if he had been employed throughout 2012.

5. Long-Term and Equity Incentive Compensation . Commencing in 2013, the Executive shall be eligible to participate in the First Midwest Bancorp, Inc. Omnibus Stock and Incentive Plan, and in any other long-term and/or equity-based incentive compensation plan or program approved by the Board from time to time (collectively, “LTIC”). The Executive’s initial annual LTIC award target will be forty percent (40%) of the Executive's base salary as in effect under Paragraph 3 above and the initial annual Performance Awarded Restricted Stock (“PARS”) award target will be thirty percent (30%) of the Executive's base salary as in effect under Paragraph 3 above. The actual amount of any LTIC and PARS awards and the terms

thereof shall be determined in accordance with the terms of the LTIC. For the avoidance of doubt, the Executive shall not receive LTIC or PARS awards for 2012.

6. Other Benefits . In addition to the compensation described in Paragraphs 3, 4 and 5, above, the Executive shall also be entitled to the following:

(a) Participation in Benefit Plans . The Executive shall be entitled to participate in all of the various retirement, welfare, fringe benefit, perquisites and expense reimbursement plans, programs and arrangements of the Employer as may be in effect from time to time to the extent the Executive is eligible for participation under the terms of such plans, programs and arrangements, including, but not limited to non-qualified retirement programs and deferred compensation plans. Executive shall be entitled to receive an automobile allowance of up to $8,500 per calendar year, paid once per year.

(b) Vacation . The Executive shall be entitled to such number of days of vacation with pay during each calendar year during the period of employment in accordance with the Employer’s applicable personnel policy as in effect from time to time. As of the Effective Date, the applicable personnel policy entitles Executive to twenty (20) vacation days and five (5) sick days with pay per calendar year, with such number of vacation days and sick days pro-rated for 2012 based on Executive's actual employment commencement date.

(c) Relocation Benefits . Executive shall be entitled to receive relocation benefits in accordance with the Employer’s standard relocation policy; provided that, notwithstanding anything in the relocation policy to the contrary, Executive shall be entitled to reimbursement of the cost of (i) storage of household goods for up to ninety (90) days and (ii) temporary living expenses for up to one-hundred and twenty (120) days.

7. Inducement Compensation . As an inducement to the Executive to accept employment with the Employer and in recognition of the amounts the Executive will forego by accepting such employment, the Executive shall receive the following on or as soon as practicable after the Effective Date (or as otherwise provided below):

(a) a sign-on bonus of seventy-five thousand dollars ($75,000), with such cash payment included in the first regular paycheck occurring after Executive’s completion of ninety (90) days of employment;

(b) a one-time twenty-seven thousand four hundred and twenty-five dollar ($27,425) fully vested contribution on the Executive's behalf to the Company's Non-Qualified Retirement Plan, such contribution to be made by the Employer on or before December 31, 2012;

(c) a restricted stock or restricted stock unit award with an aggregate grant date fair value of one hundred and sixty-five thousand dollars ($165,000), one-third of which shall vest on each of the first three anniversaries of the grant date, subject to Executive’s continued employment and the terms of the restricted stock agreement provided to Executive; and

(d) in the event Executive’s STIC bonus for 2012 (paid in 2013) is less than eighty-five thousand dollars ($85,000), a cash payment equal to the difference between eighty-five thousand dollars ($85,000) and the actual amount of the STIC bonus paid to Executive (the “STIC Differential”), which payment shall be subject to recovery (claw-back) if Executive terminates his employment with Employer without Good Reason on or before the first anniversary of the STIC Differential payment date.

8. Termination . Unless earlier terminated in accordance with the following provisions of this Paragraph 8, the Employer shall continue to employ the Executive and the Executive shall remain employed by the Employer during the entire term of this Agreement as set forth in Paragraph 1(b). Paragraph 9 hereof sets forth certain obligations of the Employer in the event that the Executive’s employment hereunder is terminated. Certain capitalized terms used in this Paragraph 8 and in Paragraph 9 hereof are defined in Paragraph 8(d), below.

(a) Death or Disability . Except to the extent otherwise provided in Paragraph 9 with respect to certain post-Date of Termination (as defined below) payment obligations of the Employer, this Agreement shall terminate immediately as of the Date of Termination in the event of the Executive’s death or in the event that the Executive becomes disabled. The Executive will be deemed to be disabled upon the first to occur of (i) the end of a six (6)-consecutive month period, or the end of an aggregate period of nine (9) months out of any consecutive twelve (12) months, during which, by reason of physical or mental injury or disease, the Executive has been unable to perform substantially all of his usual and customary duties under this Agreement or (ii) the date that a reputable physician selected by the Employer determines in writing that the Executive will, by reason of physical or mental injury or disease, be unable to perform substantially all of the Executive’s usual and customary duties under this Agreement for a period of at least six (6) consecutive months. If any question arises as to whether the Executive is disabled, upon reasonable request therefor by the Employer, the Executive shall submit to reasonable examination by a physician for the purpose of determining the existence, nature and extent of any such disability. The Employer shall promptly provide the Executive with written notice of the results of any such determination of disability and of any decision of the Employer to terminate the Executive’s employment by reason thereof. In the event of disability, until the Date of Termination, the base salary payable to the Executive under Paragraph 3 hereof shall be reduced dollar-for-dollar by the amount of disability benefits, if any, paid to the Executive in accordance with any disability policy or program of the Employer.

(b) Discharge for Cause . In accordance with the procedures hereinafter set forth, the Employer may terminate the Executive’s employment hereunder for Cause. Except to the extent otherwise provided in Paragraph 9 with respect to certain post-Date of Termination obligations of the Employer, this Agreement shall terminate immediately as of the Date of Termination in the event the Executive is terminated for Cause. Any termination of the Executive for Cause shall be communicated by a Notice of Termination to the Executive given in accordance with Paragraph 16 of this Agreement.

(c) Termination for Other Reasons . The Employer may terminate the Executive’s employment without Cause by giving written notice to the Executive in accordance with Paragraph 16 at least thirty (30) days prior to the Date of Termination. The Executive may resign from employment with or without Good Reason, without liability to the Employer, by

giving written notice to the Employer in accordance with Paragraph 16 at least thirty (30) days prior to the Date of Termination; provided, however, that no resignation shall be treated as a resignation for Good Reason unless the written notice thereof is given within ninety (90) days after the occurrence which constitutes “Good Reason.” Except to the extent otherwise provided in Paragraph 9 with respect to certain post-Date of Termination obligations of the Employer, this Agreement shall terminate immediately as of the Date of Termination in the event the Executive is terminated without Cause or resigns for any reason or no reason.

(d) Definitions . For purposes of this Agreement, the following capitalized terms shall have the meanings set forth below:

(i) “ Accrued Obligations ” shall mean, as of the Date of Termination, the sum of (A) Executive’s base salary under Paragraph 3 through the Date of Termination to the extent not theretofore paid, (B) the amount of any other cash compensation earned by the Executive as of the Date of Termination to the extent not theretofore paid, (C) any vacation pay, expense reimbursements and other cash payments to which the Executive is entitled as of the Date of Termination to the extent not theretofore paid, (D) any grants and awards earned and vested but not yet paid under the STIC or any incentive compensation plan or program, and (E) all other benefits which have accrued and are vested as of the Date of Termination. For the purpose of this Paragraph 8(d)(i), except as provided in the applicable plan, program or policy, amounts shall be deemed to accrue ratably over the period during which they are earned, but no discretionary compensation shall be deemed earned or accrued until it is specifically approved in accordance with the applicable plan, program or policy.

(ii) “ Cause ” shall mean (A) the Executive’s willful and continued (for a period of not less than fifteen (15) days after written notice thereof) failure to perform substantially the duties of his employment (other than as a result of physical or mental incapacity, or while on vacation); or (B) the Executive’s willfully engaging in illegal conduct, an act of dishonesty or gross misconduct related to the performance of Executive’s duties and responsibilities under the Agreement; or (C) the Executive’s conviction of a crime involving moral turpitude dishonesty, fraud, theft or financial impropriety, but specifically excluding any conviction based entirely on vicarious liability (with “ vicarious liability ” meaning liability based on acts of the Employer for which the Executive is charged solely as a result of his position with the Employer and in which Executive was not directly involved and did not have prior knowledge of such actions or intended actions); or (D) the Executive’s willful violation of a material requirement of any code of ethics or standards of conduct of the Employer applicable to Executive or Executive’s fiduciary duty to the Employer provided, however, that no act or failure to act, on the part of the Executive, shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Employer; and provided further that no act or omission by the Executive shall constitute Cause hereunder unless the Employer has given detailed written notice thereof to the Executive, and the Executive has failed to remedy such act or omission.

(iii) “ Change in Control ” shall mean:

(A) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than (i) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a subsidiary, or (ii) a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing more than 25% of the total voting power of the then outstanding shares of capital stock of the Company entitled to vote generally in the election of directors (the “ Voting Stock ”), or

(B) During any period of two consecutive years, individuals, who at the beginning of such period constitute the Board, and any new director, whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, or

(C) Consummation of a reorganization, merger or consolidation or the sale or other disposition of all or substantially all of the assets of the Company (a “ Business Combination ”), in each case, unless (1) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Voting Stock immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the total voting power represented by the voting securities entitled to vote generally in the election of directors of the Company resulting from the Business Combination (including, without limitation, an entity which as a result of the Business Combination owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to the Business Combination of the Voting Stock of the Company, and (2) at least a majority of the members of the board of directors of the corporation resulting from the Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or action of the Board, providing for such Business Combination; or

(D) the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company.

The Employer has final authority to construe and interpret the provisions of the foregoing paragraphs (A), (B), (C) and (D) and to determine the exact date on which a change in control has been deemed to have occurred thereunder.

(iv) “ Date of Termination ” shall mean (A) in the event of a discharge of the Executive for Cause, the date the Executive receives a Notice of Termination, or any later date specified in such Notice of Termination, as the case may be, (B) in the

event of a discharge of the Executive without Cause or a resignation by the Executive, the date specified in the written notice to the Executive (in the case of discharge) or the Employer (in the case of resignation), which date shall be no less than thirty (30) days from the date of such written notice, (C) in the event of the Executive’s death, the date of the Executive’s death, and (D) in the event of termination of the Executive’s employment by reason of disability pursuant to Paragraph 8(a), the date the Executive (or Executive’s legal representative) receives written notice of such termination.

(v) “ Good Reason ” shall mean the occurrence of any event, other than in connection with a termination of Executive’s employment, which results in a material diminution of Executive’s status, duties, authority, responsibilities or compensation from those contemplated by this Agreement, including, without limitation, any of the following actions without the Executive’s written consent (which, for this purpose, will not include consent given in Executive’s capacity as a director, officer or employee of an Employer): (A) a significant change in the Executive’s title, or nature or scope of the Executive’s duties, from those described in Paragraphs 1(a) and 2(a), such that the title or duties are inconsistent with, and commonly (in the banking industry) considered to be of lesser authority, status or responsibility (provided, however, for purposes of this clause (A) in circumstances not involving or following a Change in Control, so long as the Executive remains an officer of the Employer at or above the salary grade level in effect prior to such action then no diminution or other change in status, duties, authority or responsibilities shall be deemed to occur), other than a significant change not occurring in bad faith and which is not remedied by the Employer promptly after receipt of written notice thereof given by the Executive in accordance with Paragraph 16, or (B) any material failure by the Employer to comply with any of the provisions of this Agreement, other than any failure not occurring in bad faith and which is remedied by the Employer promptly after receipt of written notice thereof given by the Executive in accordance with Paragraph 16; or (C) the Employer gives notice to the Executive pursuant to Paragraph 1(b) that the term of this Agreement shall not be extended upon the expiration of the then-current term; or (D) the Employer requires the Executive to be based at an office or location which is more than 80 miles from the Executive’s office as of the Effective Date or any renewal date of this Agreement. In the event of a Change in Control, any good faith determination by the Executive that Good Reason exists shall be conclusive.

(vi) “ Notice of Termination ” shall mean a written notice which (A) indicates the specific termination provision in this Agreement relied upon, (B) sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated and (C) if the Date of Termination is to be other than the date of receipt of such notice or the date otherwise specified on this Agreement, specifies the termination date.

9. Obligations of the Employer Upon Termination . The following provisions describe the post-Date of Termination obligations of the Employer to the Executive under this Agreement upon the termination of Executive’s employment and the Agreement. However, except as explicitly provided in this Agreement, nothing in this Agreement shall limit or otherwise adversely affect any rights which the Executive may have under applicable law, under

any other agreement with the Employer or any of its subsidiaries, or under any compensation or benefit plan, program, policy or practice of the Employer or any of its subsidiaries.

(a) Death, Disability, Discharge for Cause, or Resignation Without Good Reason . In the event the Executive’s employment and this Agreement terminate pursuant to Paragraph 8(a) by reason of the death or disability of the Executive, or pursuant to Paragraph 8(b) by reason of the termination of the Executive by the Employer for Cause, or pursuant to Paragraph 8(c) by reason of the resignation of the Executive other than for Good Reason, the Employer shall pay to the Executive, or his heirs or estate, in the event of the Executive’s death, all Accrued Obligations in a lump sum in cash within thirty (30) days after the Date of Termination; provided, however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation, incentive compensation, insurance benefits or other employee benefits shall be determined and paid in accordance with the terms of the relevant plan or policy as applicable to the Executive, including, where applicable, the forfeiture of such amounts upon a termination for Cause.

(b) Discharge Without Cause or Resignation with Good Reason . In the event the Executive’s employment and this Agreement terminate pursuant to Paragraph 8(c) by reason of the termination of the Executive by the Employer other than for Cause or disability or by reason of the resignation of the Executive for Good Reason:

(i) The Employer shall pay all Accrued Obligations to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination; provided, however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation, incentive compensation, insurance benefits or other employee benefits shall be determined and paid in accordance with the terms of the relevant plan or policy as applicable to the Executive;

(ii) Within thirty (30) days after the Date of Termination, the Employer shall pay to the Executive a pro-rated bonus for the year during which the Executive’s employment terminated (“ Termination Year ”), based on the number of days elapsed during the Termination Year through the Date of Termination (“ Service Days ”). The amount of the pro-rated bonus shall be calculated by multiplying the Executive’s target annual bonus (“ Severance Target ”) for the completed fiscal year immediately preceding the Termination Year, by a fraction, the numerator of which is the Service Days, and the denominator of which is 365;

(iii) Continuation for a period of six (6) months (the “ Severance Period ”) of his then current annual base salary, payable in substantially equal installments in accordance with the Employer’s regular payroll practices;

(iv) Continuation for the Severance Period of the Executive’s right to maintain COBRA continuation coverage under the applicable plans at premium rates on the same “cost-sharing” basis as the applicable premiums paid for such coverage by active employees as of the Date of Termination; and

(v) Outplacement counseling, the scope and provider of which shall be selected by the Employer for a period beginning on the Date of Termination and ending on the date the Executive is first employed elsewhere or otherwise is providing compensated services of any type, whether as an employee, independent contractor, owner-employee or otherwise, provided that in no event shall such outplacement services be provided for a period greater than two (2) years.

In the event that upon the expiration of the Severance Period, Executive is not employed or otherwise providing compensated services of any type, whether as an employee, independent contractor, owner-employee or otherwise, and has not done so during the final ninety (90) days of the Severance Period, the Employer may, in its sole discretion (which discretion need not be applied in a consistent manner from one Executive to another), agree to extend the Severance Period for up to an additional six (6) months (the “ Extended Severance Period ”). The payments to Executive described in subparagraph (iii) above and the reduced COBRA continuation premium described in subparagraph (iv) above shall continue during the Extended Severance Period, subject to earlier termination effective as of the first day of the month following the date on which the Executive becomes employed or provides compensated services of any type, whether as an employee, independent contractor, owner-employee or otherwise. The Executive shall provide such information as the Employer may reasonably request to determine Executive’s continued eligibility for the payments and benefits provided by this Paragraph 9(b).

(c) Effect of Change in Control . In the event that a Change in Control occurs and this Agreement thereafter terminates pursuant to Paragraph 8(c) by reason of the discharge of the Executive by the Employer other than for Cause or disability or by reason of the resignation of the Executive for Good Reason:

(ii) Within thirty (30) days after the Date of Termination, the Employer shall pay to the Executive a pro-rated bonus for the Termination Year. The amount of the pro-rated bonus shall be calculated by multiplying the Severance Target, by a fraction, the numerator of which is the Service Days, and the denominator of which is 365;

(iii) The Employer shall pay the Executive a lump sum payment within thirty (30) days after such termination of employment in the amount of two (2) times the sum of the following:

(A) the amount of Executive’s annual base salary determined as of the Date of Termination, or the date immediately preceding the date of the Change in Control, whichever is greater; plus

(B) the average of the sum of the amounts earned by Executive under the annual bonus plan with respect to the three (3) calendar years immediately preceding the Termination Year, or if such sum would be greater, with respect to the three (3) calendar years immediately preceding the calendar year of the date of the Change in Control; plus

(I) the value of the contributions that would have been expected to be made or credited by the Employer to, and benefits expected to be accrued under, the qualified and non-qualified employee pension benefit plans maintained by the Employer to or for the benefit of Executive based on annual base salary amount applicable under clause (iii)(A) above; plus

(II) the annual value of fringe benefits and perquisites described in Paragraph 6(a) above.

For purposes of paragraph (C)(I) above, the value of the contributions and accruals to or under the employee pension benefit plans shall be determined on the basis of the actual rate of contributions or accruals, as applicable, and the provisions of the plans as in effect during the calendar year immediately preceding the date of the Change in Control, or if the value so determined would be greater, during the calendar year immediately preceding the Date of Termination. The “annual value” of the fringe benefits and perquisites described in Paragraph 6(a) for purposes of paragraph (C)(II) above shall be 7.5% of the annual base salary amount applicable under clause (iii)(A) above.

Executive shall also be entitled to outplacement counseling from a firm selected by Employer for a period beginning on the date of termination of employment and ending on the date Executive is first employed or otherwise providing compensated services of any type, whether as an employee, independent contractor, owner-employee or otherwise, provided, that in no event shall Executive be entitled to out-placement counseling after the date which is two (2) years from the date of termination of employment.

Notwithstanding the foregoing, if a Change in Control occurs and this Agreement is terminated prior to the Change in Control pursuant to Paragraph 8(c) by reason of the discharge of the Executive by the Employer other than for Cause or disability or by reason of the resignation of the Executive for Good Reason, then Executive shall be deemed for purposes of this Paragraph 9(c) to have so terminated pursuant to Paragraph 8(c) immediately following the date the Change in Control occurs if it is reasonably demonstrated by Executive that such earlier termination was (i) at the request of a third party who had taken steps reasonably calculated to effect the Change in Control, or (ii) otherwise arose, or the circumstances that precipitated the termination otherwise arose, in connection with or in anticipation of the Change in Control.

(d) Effect on Other Amounts . The payments provided for in this Paragraph 9 shall be in addition to all other sums then payable and owing to Executive and shall be subject to applicable federal and state income and other withholding taxes and shall be in full settlement

and satisfaction of all of Executive’s claims and demands. Upon such termination of this Agreement, Employer shall have no rights or obligations under this Agreement, other than its obligations under this Paragraph 9, and Executive shall have no rights and obligations under this Agreement, other than Executive’s obligations under Paragraphs 13 and 14 hereof (to the extent applicable).

(e) Conditions . Any payments of benefits made or provided pursuant to this Paragraph 9 are subject to the Executive’s:

(i) compliance with the provisions of Paragraphs 13 and 14 hereof (to the extent applicable);

(ii) delivery to the Employer of an executed Release and Severance Agreement, which shall be substantially in the form attached hereto as Exhibit A, with such changes therein or additions thereto as needed under then applicable law to give effect to its intent and purpose; and

(iii) delivery to the Employer of a resignation from all offices, directorships and fiduciary positions with the Employer, its affiliates and employee benefit plans.

Notwithstanding the due date of any post-employment payments, any amounts due under this Paragraph 9 shall not be due until after the expiration of any revocation period applicable to the Release and Severance Agreement.

10. No Excise Tax Gross-Up; Possible Reduction of Payments.

(a) Any provision of this Agreement or any other compensation plan, program or agreement to which Executive is a party or under which Executive is covered to the contrary notwithstanding, Executive will not be entitled to any gross-up or other payment for golden parachute excise taxes that Executive may owe pursuant to Section 4999 of the Internal Revenue Code (the "Code").

(b) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payments or distributions by the Employer to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (the "Payments") (i) constitute parachute payments within the meaning of Section 280G of the Code, and (ii) but for this Paragraph 10 would be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then such Payments shall be either: (A) delivered in full, or (B) reduced (but not below zero) to the maximum amount that could be paid to the Employee without giving rise to the Excise Tax (the “Safe Harbor Cap”), whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Tax (and any equivalent state or local excise taxes), results in the receipt by the Executive, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be subject to the Excise Tax. The

reduction of the amounts payable hereunder, if applicable, shall be made by reducing first the payment under Paragraph 9(c)(iii).

(c) All determinations required to be made under this Paragraph 10, including the reduction of the Payments to the Safe Harbor Cap, if applicable, and the assumptions to be utilized in arriving at such determinations, shall be made by the independent public accountants then regularly retained by the Employer for purposes of tax planning or such other nationally-recognized accounting or consulting firm as may be selected by the Employer (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Employer and the Executive within fifteen (15) business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Employer. All fees and expenses of the Accounting Firm shall be borne solely by the Employer. Any good faith determinations by the Accounting Firm shall be binding upon the Employer and the Executive.

(d) This subparagraph (d) shall apply to the Executive in the event of the reduction of the Executive's Payments to the Safe Harbor Cap. If it is established pursuant to a final decision of a court or an IRS proceeding which has been finally and conclusively resolved, that Payments have been made to the Executive by the Employer, which are in excess of the limitations provided in this Paragraph 10 (hereinafter referred to as “Excess Payments”), the Executive shall repay the Excess Payments to the Company within thirty (30) business days of a written demand from the Company, together with interest on the Excess Payments at the applicable federal rate (as defined in Code Section 1274(d)) from the date of the Executive’s receipt of such Excess Payment until the date of such repayment. As a result of the uncertainty in the application of Code Section 4999 at the time of the determinations, it is possible that Payments which will not have been made by the Employer should have been made (an “Underpayment”). In the event that it is determined by the Accounting Firm, the IRS, court order, or the Employer (which shall include the position taken by the Employer alone or together with its consolidated group) on its federal income tax return, that an Underpayment has occurred, the Employer shall pay an amount equal to such Underpayment to the Executive within thirty (30) business days of such decision together with interest on such amount at the applicable federal rate from the date such amount would have been paid to the Executive until the date of payment.

11. Section 409A of the Code . It is intended that any amounts payable under this Agreement and the Employer’s and Executive’s exercise of authority or discretion hereunder shall be exempt from or comply with Section 409A of the Code (including the Treasury regulations and other published guidance relating thereto) so as not to subject Executive to the payment of any interest or additional tax imposed under Section 409A of the Code. In furtherance of this intent, (a) if, due to the circumstances giving rise to any lump sum payment or payments under this Agreement, the date of payment or the commencement of such payments thereof must be delayed for six months in order to meet the requirements of Section 409A(a)(2)(B) of the Code applicable to “specified employees,” then such payment or payments shall be so delayed and paid upon expiration of such six month period and (b) each payment which is conditioned upon the Executive’s execution of a release and which is to be paid during a designated period that begins in a first taxable year and ends in a second taxable year shall be paid in the second taxable year. With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits: (i) the right to reimbursement or in-kind

benefits is not subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursement or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year, provided that the foregoing shall not be violated with regard to expenses covered by Code Section 105(h) that are subject to a limit related to the period in which the arrangement is in effect. Any expense or other reimbursement payment made pursuant to this Agreement or any plan, program, agreement or arrangement of the Employer referred to herein, shall be made on or before the last day of the taxable year following the taxable year in which such expense or other payment to be reimbursed is incurred. To the extent that any Treasury regulations, guidance or changes to Section 409A would result in the Executive becoming subject to interest and additional tax under Section 409A of the Code, the Employer and Executive agree to amend this Agreement in order to bring this Agreement into compliance with Code Section 409A.

12. Dispute Resolution . With respect to any dispute or controversy arising under or in connection with this Agreement, if the Executive is a prevailing party (as defined below), the Executive shall be entitled to recover all reasonable attorneys’ fees and expenses incurred in connection with the dispute or controversy. A “ prevailing party ” is one who is successful on any material substantive issue in the action and achieves either a judgment in such party’s favor or some other affirmative recovery.

13. Confidential Information . Executive shall not at any time during or following employment hereunder, directly or indirectly, disclose or use on Executive’s behalf or another’s behalf, publish or communicate, except in the course of the pursuit of the business of the Employer or any of its subsidiaries or affiliates any proprietary information or data of the Employer or any of its subsidiaries or affiliates, that the Employer may reasonably regard as confidential or proprietary. Executive recognizes and acknowledges that all knowledge and information which Executive has or may acquire in the course of his employment, such as, but not limited to the business, developments, procedures, techniques, activities or services of the Employer or the business affairs and activities of any customer, prospective customer, individual, firm or entity doing business with the Employer are its sole valuable property, and shall be held by Executive in confidence and in trust for its sole benefit. All records of every nature and description which come into Executive’s possession, whether prepared by him, or otherwise, shall remain the sole property of the Employer and upon termination of his employment for any reason, said records shall be left with the Employer as part of its property.

14. Restrictions . Executive acknowledges that the Employer and its affiliates and subsidiaries by nature of their respective businesses have a legitimate and protectable interest in their clients, customers and employees with whom they have established significant relationships as a result of a substantial investment of time and money, and but for employment hereunder, Executive would not have had contact with such clients, customers and employees. Executive agrees that during the period of employment with the Employer and for a period of one (1) year after termination of employment for any reason (other than termination of employment by resignation for Good Reason or for any reason after a Change in Control) (the “ Restriction Period ”), Executive will not (except in his capacity as an employee of the Employer) directly or indirectly, for his own account, or as an agent, employee, director, owner, partner, or consultant of any corporation, firm, partnership, joint venture, syndicate, sole proprietorship or other entity

that has a place of business (whether as a principal, division, subsidiary, affiliate, related entity, or otherwise) located within the Market Area (as hereinafter defined):

(a) solicit or attempt to solicit for the purpose of providing to, or provide to, any customer or any prospective customer of the Employer services or products of any kind that are offered or provided by the Employer, or assist any person, business or entity to do so; or

(b) induce, recruit, solicit or encourage any employee to leave the employ of the Employer, or induce, solicit, recruit, attempt to recruit any employee to accept employment with another person, business or entity, or employ or be employed with an employee, or assist any other person, business or entity to do so; or

(c) make, or cause to be made, any statement or disclosure that disparages the Employer, or any director, officer or employee of the Employer, or assist any other person, business or entity to do so.

For purposes of Paragraph 13 and this Paragraph 14, (i) “ Employer ” means the Company and all of its subsidiaries, (ii) “ customer ” means any business, entity or person which is or was a customer of the Employer at any time during the period of Executive’s employment and with respect to which Executive had contact or supervisory responsibility or about whom Executive had access to confidential information, other than any customer which had ceased to do business with the Employer at least six (6) months prior to Executive’s Date of Termination, (iii) “ prospective customer ” means any business, entity or person that was contacted by the Executive or known by the Executive to have been contacted within the six (6) month period prior to Executive’s Date of Termination by any officer of the Employer, for the purpose of soliciting or attempting to solicit to provide services or products to such business,(iv) “ employee ” means any person who is or was an employee of the Employer during the period of Executive’s employment, other than a former employee who has not been employed by the Employer for a period of at least three (3) months and who terminated his or her employment with the Employer without any inducement or attempted inducement, recruiting, solicitation or encouragement by Executive or by any other employee of the Employer subject to a similar covenant, (v) “ Market Area ” for purposes of clauses (a) and (b) above shall be an area encompassed within a twenty-five (25) mile radius surrounding any place of business of the Employer (existing or planned as of the Date of Termination), and for clause (c), shall mean the United States of America.

The foregoing provisions shall not be deemed to prohibit (i) Executive’s ownership, not to exceed ten percent (10%) of the outstanding shares, of capital stock of any corporation whose securities are publicly traded on a national or regional securities exchange or in the over-the-counter market or (ii) Executive serving as a director of other corporations and entities to the extent these directorships do not inhibit the performance of his duties hereunder or conflict with the business of the Employer.

15. Remedies .

(a) Executive acknowledges that the restrictions and agreements herein provided are fair and reasonable, that enforcement of the provisions of Paragraphs 13 and 14 will

not cause Executive undue hardship and that said provisions are reasonably necessary and commensurate with the need to protect the Employer and its legitimate and proprietary business interests and property from irreparable harm. Executive acknowledges and agrees that (a) a breach of any of the covenants and provisions contained in Paragraphs 13 or 14 above, will result in irreparable harm to the business of the Employer, (b) a remedy at law in the form of monetary damages for any breach by Executive of any of the covenants and provisions contained in Paragraphs 13 and 14 is inadequate, (c) in addition to any remedy at law or equity for such breach, the Employer shall be entitled to institute and maintain appropriate proceedings in equity, including a suit for injunction to enforce the specific performance by Executive of the obligations hereunder and to enjoin Executive from engaging in any activity in violation hereof and (d) the covenants on Executive’s part contained in Paragraphs 13 and 14, shall be construed as agreements independent of any other provisions in this Agreement, and the existence of any claim, setoff or cause of action by Executive against the Employer, whether predicated on this Agreement or otherwise, shall not constitute a defense or bar to the specific enforcement by the Employer of said covenants. In the event of a breach or a violation by Executive of any of the covenants and provisions of this Agreement, the running of the Restriction Period (but not of Executive’s obligation thereunder), shall be tolled during the period of the continuance of any actual breach or violation.

(b) The parties hereto agree that the covenants set forth in Paragraphs 13 and 14 are reasonable with respect to their duration, geographical area and scope. If the final judgment of a court of competent jurisdiction declares that any term or provision of Paragraph 13 or 14 is invalid or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed.

16. Notices . Any notice or other communication required or permitted to be given hereunder shall be determined to have been duly given to any party (a) upon delivery to the address of such party specified below if delivered personally or by courier; (b) upon dispatch if transmitted by telecopy or other means of facsimile, provided a copy thereof is also sent by regular mail or courier; (c) within forty-eight (48) hours after deposit thereof in the U.S. mail, postage prepaid, for delivery as certified mail, return receipt requested, or (d) within twenty-four (24) hours after deposit thereof with a reputable overnight courier (charges prepaid), addressed, in any case to the party at the following address(es) or telecopy numbers:

(a) If to Executive, at the address set forth on the records of the Employer.

(b) If to the Employer:

First Midwest Bancorp, Inc.

One Pierce Place

Suite 1500

Itasca, Illinois 60143

Attn: Corporate Secretary

Fax No.: (630) 875-7360

or to such other address(es) or facsimile number(s) as any party may designate by written notice in the aforesaid manner.

17. Directors and Officers Liability Coverage; Indemnification . Executive shall be entitled to coverage under such directors and officers liability insurance policies maintained from time to time by the Company, Bank or any subsidiary for the benefit of its directors and officers. The Company shall indemnify and hold Executive harmless, to the fullest extent permitted by the laws of the State of Delaware, from and against all costs, charges and expenses (including reasonable attorneys’ fees), and shall provide for the advancement of expenses incurred or sustained in connection with any action, suit or proceeding to which the Executive or his legal representatives may be made a party by reason of the Executive’s being or having been a director, officer or employee of the Company, Bank or any of its affiliates or employee benefit plans. The provisions of this Paragraph 17 shall not be deemed exclusive of any other rights to which the Executive seeking indemnification may have under any by-law, agreement, vote of stockholders or directors, or otherwise.

18. Full Settlement; No Mitigation . The Employer’s obligation to make the payments and provide the benefits provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Employer may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement, and such amounts shall not be reduced whether or not the Executive obtains other employment.

19. Payment in the Event of Death . In the event payment is due and owing by the Employer to Executive under this Agreement upon the death of Executive, payment shall be made to such beneficiary as Executive may designate in writing, or failing such designation, then the executor of his estate, in full settlement and satisfaction of all claims and demands on behalf of Executive, shall be entitled to receive all amounts owing to Executive at the time of death under this Agreement. Such payments shall be in addition to any other death benefits of the Employer and in full settlement and satisfaction of all severance benefit payments provided for in this Agreement.

20. No Conflicts . Executive represents and warrants that the performance by Executive of Executive’s duties hereunder will not violate, conflict with, or result in a breach of any provision of any agreement to which Executive is a party, including any obligations to refrain from competition, solicitation of customers or employees, or to refrain from use of confidential information. In the Executive’s work for the Employer, the Executive will be expected to abide by all such contractual commitments and not to make any unauthorized disclosure or use, and the Executive will not disclose or make use, of any information in violation of any agreements with or rights of his prior employer or any other party.

21. Entire Understanding . This Agreement constitutes the entire understanding between the parties relating to Executive’s employment hereunder and supersedes and cancels all prior written and oral understandings and agreements with respect to such matters, except to the extent to which Executive may have entered into certain split-dollar life insurance agreements, which agreement(s) shall remain in full force and effect, and except for the terms and provisions of any employee benefit or other compensation plans (or any agreements or awards thereunder), referred to in this Agreement, or as otherwise expressly contemplated by this Agreement.

22. Binding Effect . This Agreement shall be binding upon and inure to the benefit of the heirs and representatives of the Executive and the successors and assigns of the Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, reorganization, consolidation, acquisition of property or stock, liquidation, or otherwise) to all or a substantial portion of its assets, by agreement in form and substance reasonably satisfactory to the Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform this Agreement if no such succession had taken place. Regardless of whether such an agreement is executed, this Agreement shall be binding upon any successor of the Company in accordance with the operation of law, and such successor shall be deemed the “Company” for purposes of this Agreement.

23. Tax Withholding . The Employer shall provide for the withholding of any taxes required to be withheld by federal, state, or local law with respect to any payment in cash, shares of stock and/or other property made by or on behalf of the Employer to or for the benefit of the Executive under this Agreement or otherwise. The Employer may, at its option: (a) withhold such taxes from any cash payments owing from the Employer to the Executive, (b) require the Executive to pay to the Employer in cash such amount as may be required to satisfy such withholding obligations and/or (c) make other satisfactory arrangements with the Executive to satisfy such withholding obligations.

24. No Assignment . Except as otherwise expressly provided herein, this Agreement is not assignable by any party and no payment to be made hereunder shall be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or other charge.

25. Execution in Counterparts . This Agreement may be executed by the parties hereto in two (2) or more counterparts, each of which shall be deemed to be an original, but all such counterparts shall constitute one and the same instrument, and all signatures need not appear on any one counterpart.

26. Jurisdiction and Governing Law . Jurisdiction over disputes with regard to this Agreement shall be exclusively in the courts of the State of Illinois, and this Agreement shall be construed and interpreted in accordance with and governed by the laws of the State of Illinois, without regard to the choice of laws provisions of such laws.

27. Severability . If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be invalid or unenforceable for any reason, such judgment shall not affect, impair or invalidate the remainder of this Agreement. Furthermore, if the scope of any restriction or requirement contained in this Agreement is too broad to permit enforcement of

such restriction or requirement to its full extent, then such restriction or requirement shall be enforced to the maximum extent permitted by law, and the Executive consents and agrees that any court of competent jurisdiction may so modify such scope in any proceeding brought to enforce such restriction or requirement.

28. Waiver . The waiver of any party hereto of a breach of any provision of this Agreement by any other party shall not operate or be construed as a waiver of any subsequent breach.

29. Amendment; Effect of Termination . No change, alteration or modification hereof may be made except in a writing, signed by each of the parties hereto. The provisions of Paragraph 9 relating to post-Date of Termination obligations, and the provisions and obligations set forth in Paragraphs 10 through 31 shall survive termination of the Agreement pursuant to Paragraph 8.

30. Construction . The language used in this Agreement will be deemed to be the language chosen by Employer and Executive to express their mutual intent and no rule of strict construction shall be applied against any person. Wherever from the context it appears appropriate, each term stated in either the singular or plural shall include the singular and the plural, and the pronouns stated in either the masculine, the feminine or the neuter gender shall include the masculine, feminine or neuter. The headings of the Paragraphs of this Agreement are for reference purposes only and do not define or limit, and shall not be used to interpret or construe the contents of this Agreement.

31. No Duplication . Notwithstanding anything herein to the contrary, to the extent that any compensation or benefits are paid to or received by the Executive from the Company, Bank or any other subsidiary of Company or the Bank, such compensation or benefits shall be deemed to satisfy the obligations of the Company, Bank and all subsidiaries, such that Executive shall not be entitled to receive any compensation or benefits which are duplicative of such amounts previously paid to or received by Executive.

[Signature page follows]

(Signature Page to Employment Agreement)

IN WITNESS WHEREOF , the parties hereto have executed and delivered this Agreement as of the day and year first above written.

ATTEST:	First Midwest Bancorp, Inc. By: Title:
	EXECUTIVE :

Exhibit A

Employment Agreement

RELEASE AND SEVERANCE AGREEMENT

THIS RELEASE AND SEVERANCE AGREEMENT is made and entered into this ____ day of _______________, _____ by and between First Midwest Bancorp, Inc. , its subsidiaries and affiliates (collectively “ FMBI ”) and _______________ (hereinafter “ EXECUTIVE ”).

EXECUTIVE’S employment with FMBI terminated on ______________, ______; and EXECUTIVE has voluntarily agreed to the terms of this RELEASE AND SEVERANCE AGREEMENT in exchange for severance benefits under the Employment Agreement (“ Employment Agreement ”) to which EXECUTIVE otherwise would not be entitled.

NOW THEREFORE , in consideration for severance benefits provided under the Employment Agreement, EXECUTIVE on behalf of himself and his spouse, heirs, executors, administrators, children, and assigns does hereby fully release and discharge FMBI, its officers, directors, employees, agents, subsidiaries and divisions, benefit plans and their administrators, fiduciaries and insurers, successors, and assigns from any and all claims or demands for wages, back pay, front pay, attorney’s fees and other sums of money, insurance, benefits, contracts, controversies, agreements, promises, damages, costs, actions or causes of action and liabilities of any kind or character whatsoever, whether known or unknown, from the beginning of time to the date of these presents, relating to his employment or termination of employment from FMBI, including but not limited to any claims, actions or causes of action arising under the statutory, common law or other rules, orders or regulations of the United States or any State or political subdivision thereof including the Age Discrimination in Employment Act and the Older Workers Benefit Protection Act.

EXECUTIVE acknowledges that EXECUTIVE’S obligations pursuant to Paragraphs 13 and 14, to the extent applicable, of the Employment Agreement relating to the use or disclosure of confidential information shall continue to apply to EXECUTIVE.

This Release and Settlement Agreement supersedes any and all other agreements between EXECUTIVE and FMBI except agreements relating to proprietary or confidential information belonging to FMBI, and any other agreements, promises or representations relating to severance pay or other terms and conditions of employment are null and void.

This release does not affect EXECUTIVE’S right to any benefits to which EXECUTIVE may be entitled under any employee benefit plan, program or arrangement sponsored or provided by FMBI, including but not limited to the Employment Agreement and the plans, programs and arrangements referred to therein.

EXECUTIVE and FMBI acknowledge that it is their mutual intent that the Age Discrimination in Employment Act waiver contained herein fully comply with the Older Workers Benefit Protection Act. Accordingly, EXECUTIVE acknowledges and agrees that:

A-1

(a) The Severance benefits exceed the nature and scope of that to which he would otherwise have been legally entitled to receive.

(b) Execution of this Agreement and the Age Discrimination in Employment Act waiver herein is his knowing and voluntary act;

(c) He has been advised by FMBI to consult with his personal attorney regarding the terms of this Agreement, including the aforementioned waiver;

(d) He has had at least twenty-one (21)calendar days within which to consider this Agreement;

(e) He has the right to revoke this Agreement in full within seven (7) calendar days of execution and that none of the terms and provisions of this Agreement shall become effective or be enforceable until such revocation period has expired;

(f) He has read and fully understands the terms of this agreement; and

(g) Nothing contained in this Agreement purports to release any of EXECUTIVE’s rights or claims under the Age Discrimination in Employment Act that may arise after the date of execution.

IN WITNESS WHEREOF , the parties have executed this Agreement on the date indicated above.

	FIRST MIDWEST BANCORP, INC. , for itself and its Subsidiaries By: Its:
	EXECUTIVE

A-2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________ FORM 10-Q (Mark One)
[X]	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2012
or
[ ]	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from _________ to __________.
Commission File Number 0-10967 _______________ FIRST MIDWEST BANCORP, INC. (Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization)		36-3161078 (IRS Employer Identification No.)
One Pierce Place, Suite 1500 Itasca, Illinois 60143-9768 (Address of principal executive offices) (zip code) ______________ Registrant’s telephone number, including area code: (630) 875-7450 ______________
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ].
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ].
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act). Large accelerated filer [X] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X].
As of August 3, 2012, there were 74,852,985 shares of $.01 par value common stock outstanding.

		Page
Part I.	FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)
	Consolidated Statements of Financial Condition	5
	Condensed Consolidated Statements of Income	6
	Consolidated Statements of Comprehensive Income	7
	Consolidated Statements of Changes in Stockholders’ Equity	8
	Condensed Consolidated Statements of Cash Flows	9
	Notes to Condensed Consolidated Financial Statements	10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	40
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	68
Item 4.	Controls and Procedures	70
Part II.	OTHER INFORMATION
Item 1.	Legal Proceedings	70
Item 1A.	Risk Factors	70
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	70
Item 3.	Defaults Upon Senior Securities	71
Item 4.	Mine Safety Disclosures	71
Item 5.	Other Information	71
Item 6.	Exhibits	72

GLOSSARY OF TERMS
First Midwest Bancorp, Inc. provides the following list of acronyms as a tool for the reader. The acronyms identified below are used in the Notes to Condensed Consolidated Financial Statements and in Management’s Discussion and Analysis of Financial Condition & Results of Operations.
ALCO	Asset Liability Committee
ATM	automated teller machine
Bank	First Midwest Bank (the Company’s wholly owned and principal operating subsidiary)
BOLI	Bank-owned life insurance
CDOs	collateralized debt obligations
CMOs	collateralized mortgage obligations
Code	the Code of Ethics and Standards of Conduct of First Midwest Bancorp, Inc.
Common Stock	shares of common stock of First Midwest Bancorp, Inc. $0.01 par value per share, which are traded on the Nasdaq Stock Market under the symbol “FMBI”
Company	First Midwest Bancorp, Inc.
CSV	cash surrender value
FASB	Financial Accounting Standards Board
FDIC	Federal Deposit Insurance Corporation
Federal Reserve	Board of Governors of the Federal Reserve system
FHLB	Federal Home Loan Bank
GAAP	U.S. generally accepted accounting principles
LIBOR	London Interbank Offered Rate
MBSs	Mortgage-backed securities
OREO	Other real estate owned or properties acquired through foreclosure in partial or total satisfaction of certain loans as a result of borrower defaults
OTTI	other-than-temporary impairment
SEC	U.S. Securities and Exchange Commission
TDR	Troubled Debt Restructurings
Treasury	U.S. Department of the Treasury
TRUPS	trust preferred junior subordinated debentures
VIE	variable interest entity

				June 30, 2012		December 31, 2011
Assets				(Unaudited)
Cash and due from banks				$	110,924	$	123,354
Interest-bearing deposits in other banks					367,238		518,176
Trading securities, at fair value					15,314		14,469
Securities available-for-sale, at fair value					1,174,931		1,013,006
Securities held-to-maturity, at amortized cost					60,933		60,458
Federal Home Loan Bank and Federal Reserve Bank stock, at cost					46,750		58,187
Loans, excluding covered loans					5,298,026		5,088,113
Covered loans					230,047		260,502
Allowance for loan losses					(116,182)		(119,462)
Net loans					5,411,891		5,229,153
Other real estate owned (“OREO”), excluding covered OREO					28,309		33,975
Covered OREO					9,136		23,455
Federal Deposit Insurance Corporation (“FDIC”) indemnification asset					58,302		65,609
Premises, furniture, and equipment					133,638		134,977
Accrued interest receivable					28,849		29,826
Investment in bank-owned life insurance (“BOLI”)					206,572		206,235
Goodwill and other intangible assets					281,981		283,650
Other assets					164,587		179,064
Total assets				$	8,099,355	$	7,973,594
Liabilities
Noninterest-bearing deposits				$	1,727,009	$	1,593,773
Interest-bearing deposits					4,900,734		4,885,402
Total deposits					6,627,743		6,479,175
Borrowed funds					189,524		205,371
Senior and subordinated debt					231,138		252,153
Accrued interest payable and other liabilities					72,398		74,308
Total liabilities					7,120,803		7,011,007
Stockholders’ Equity
Common stock					858		858
Additional paid-in capital					414,665		428,001
Retained earnings					823,250		810,487
Accumulated other comprehensive loss, net of tax					(11,867)		(13,276)
Treasury stock, at cost					(248,354)		(263,483)
Total stockholders’ equity					978,552		962,587
Total liabilities and stockholders’ equity				$	8,099,355	$	7,973,594
	June 30, 2012			December 31, 2011
	Preferred Shares	Common Shares		Preferred Shares		Common Shares
Par Value	None	$	0.01	None		$		0.01
Shares authorized	1,000		100,000	1,000				100,000
Shares issued	-		85,787	-				85,787
Shares outstanding	-		74,862	-				74,435
Treasury shares	-		10,925	-				11,352
See accompanying notes to unaudited condensed consolidated financial statements.

	Quarters Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
Interest Income
Loans	$	61,993	$	63,089	$	123,484	$	126,006
Investment securities		8,414		9,848		17,348		19,713
Covered loans		4,473		7,655		8,675		15,477
Federal funds sold and other short-term investments		638		704		1,279		1,383
Total interest income		75,518		81,296		150,786		162,579
Interest Expense
Deposits		4,678		6,969		10,191		14,640
Borrowed funds		490		687		1,005		1,367
Senior and subordinated debt		3,646		2,279		7,704		4,565
Total interest expense		8,814		9,935		18,900		20,572
Net interest income		66,704		71,361		131,886		142,007
Provision for loan losses		22,458		18,763		40,668		38,255
Net interest income after provision for loan losses		44,246		52,598		91,218		103,752
Noninterest Income
Service charges on deposit accounts		8,848		9,563		17,508		17,707
Wealth management fees		5,394		5,237		10,786		10,290
Other service charges, commissions, and fees		4,097		4,243		7,617		8,220
Card-based fees		5,312		5,162		10,332		9,691
Total fee-based revenues		23,651		24,205		46,243		45,908
Net securities gains (losses) (reclassified from other comprehensive (loss) income)		151		1,531		(792)		2,071
Net trading (losses) gains		(575)		(2)		826		742
Other		810		760		2,449		1,990
Total noninterest income		24,037		26,494		48,726		50,711
Noninterest Expense
Salaries and wages		23,852		25,493		51,109		51,158
Retirement and other employee benefits		5,714		6,061		12,507		13,214
Net occupancy and equipment expense		7,513		8,012		15,844		17,115
Technology and related costs		2,851		2,697		5,709		5,320
Professional services		6,905		5,640		12,534		10,759
Net OREO expense		4,124		5,223		5,988		9,154
FDIC premiums		1,659		1,708		3,378		4,433
Other expenses		8,539		10,885		16,701		19,984
Total noninterest expense		61,157		65,719		123,770		131,137
Income before income tax expense		7,126		13,373		16,174		23,326
Income tax expense		761		2,720		1,917		2,629
Net income		6,365		10,653		14,257		20,697
Preferred dividends and accretion on preferred stock		-		(2,582)		-		(5,163)
Net income applicable to non-vested restricted shares		(76)		(100)		(215)		(237)
Net income applicable to common shares	$	6,289	$	7,971	$	14,042	$	15,297
Per Common Share Data
Basic earnings per common share	$	0.09	$	0.11	$	0.19	$	0.21
Diluted earnings per common share	$	0.09	$	0.11	$	0.19	$	0.21
Dividends declared per common share	$	0.01	$	0.01	$	0.02	$	0.02
Weighted-average common shares outstanding		73,659		73,259		73,582		73,205
Weighted-average diluted common shares outstanding		73,659		73,259		73,582		73,205
See accompanying notes to unaudited condensed consolidated financial statements.

		Accumulated Unrealized (Loss) Gain on Securities Available- for-Sale		Unrecognized Net Pension Costs		Total Accumulated Other Comprehensive Loss
Balance at January 1, 2011		$	(19,806)	$	(7,933)	$	(27,739)
Other comprehensive income			12,400		-		12,400
Balance at June 30, 2011		$	(7,406)	$	(7,933)	$	(15,339)
Balance at January 1, 2012		$	(354)	$	(12,922)	$	(13,276)
Other comprehensive income			1,409		-		1,409
Balance at June 30, 2012		$	1,055	$	(12,922)	$	(11,867)

	See accompanying notes to unaudited condensed consolidated financial statements.

	Common Shares Outstanding	Preferred Stock		Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Total
Balance at January 1, 2011	74,096	$	190,882	$	858	$	437,550	$	787,678	$	(27,739)	$	(277,184)	$	1,112,045
Comprehensive income	-		-		-		-		20,697		12,400		-		33,097
Common dividends declared ($0.02 per common share)	-		-		-		-		(1,489)		-		-		(1,489)
Preferred dividends declared ($25.00 per preferred share)	-		-		-		-		(4,825)		-		-		(4,825)
Accretion on preferred stock	-		338		-		-		(338)		-		-		-
Share-based compensation expense	-		-		-		3,354		-		-		-		3,354
Restricted stock activity	381		-		-		(15,977)		-		-		15,045		(932)
Treasury stock purchased for benefit plans	(4)		-		-		(50)		-		-		42		(8)
Balance at June 30, 2011	74,473	$	191,220	$	858	$	424,877	$	801,723	$	(15,339)	$	(262,097)	$	1,141,242
Balance at January 1, 2012	74,435	$	-	$	858	$	428,001	$	810,487	$	(13,276)	$	(263,483)	$	962,587
Comprehensive income	-		-		-		-		14,257		1,409		-		15,666
Common dividends declared ($0.02 per common share)	-		-		-		-		(1,494)		-		-		(1,494)
Share-based compensation expense	-		-		-		3,139		-		-		-		3,139
Restricted stock activity	429		-		-		(16,424)		-		-		15,049		(1,375)
Treasury stock (purchased for) issued to benefit plans	(2)		-		-		(51)		-		-		80		29
Balance at June 30, 2012	74,862	$	-	$	858	$	414,665	$	823,250	$	(11,867)	$	(248,354)	$	978,552

FIRST MIDWEST BANCORP, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollar amounts in thousands) (Unaudited)
	Six Months Ended June 30,
	2012		2011
Net cash provided by operating activities	$	86,051	$	100,402
Investing Activities
Proceeds from maturities, repayments, and calls of securities available-for-sale		191,624		135,320
Proceeds from sales of securities available-for-sale		12,059		97,330
Purchases of securities available-for-sale		(371,251)		(167,174)
Proceeds from maturities, repayments, and calls of securities held-to-maturity		10,470		35,497
Purchases of securities held-to-maturity		(10,945)		(30,319)
Proceeds from the redemption of Federal Home Loan Bank stock		11,437		3,151
Net increase in loans		(236,927)		(17,785)
Proceeds from claims on BOLI, net of purchases		315		6
Proceeds from sales of OREO		37,983		21,435
Proceeds from sales of premises, furniture, and equipment		3		5,526
Purchases of premises, furniture, and equipment		(3,986)		(2,483)
Net cash (used in) provided by investing activities		(359,218)		80,504
Financing Activities
Net increase (decrease) in deposit accounts		148,568		(15,927)
Net decrease in borrowed funds		(15,847)		(31,950)
Payments for the retirement of subordinated debt		(20,004)		-
Cash dividends paid		(1,491)		(6,310)
Restricted stock activity		(1,392)		(1,100)
Excess tax (expense) benefit related to share-based compensation		(35)		74
Net cash provided by (used in) financing activities		109,799		(55,213)
Net (decrease) increase in cash and cash equivalents		(163,368)		125,693
Cash and cash equivalents at beginning of period		641,530		585,776
Cash and cash equivalents at end of period	$	478,162	$	711,469
Supplemental Disclosures:
Non-cash transfers of loans to OREO	$	20,828	$	13,477
Non-cash transfer of loans held-for-investment to loans held-for-sale		1,500		5,395
Non-cash transfer of loans held-for-sale to loans held-for-investment		1,500		841
Dividends declared but unpaid		749		746
See accompanying notes to unaudited condensed consolidated financial statements.

		June 30, 2012							December 31, 2011
		Amortized	Gross Unrealized				Fair		Amortized		Gross Unrealized				Fair
		Cost	Gains		Losses		Value		Cost		Gains		Losses		Value
Securities Available-for-Sale
U.S. agency securities	$	2,011	$	-	$	(5)	$	2,006	$	5,060	$	-	$	(25)	$	5,035
Collateralized residential mortgage obligations (“CMOs”)		486,449		3,912		(1,314)		489,047		383,828		2,622		(2,346)		384,104
Other residential mortgage-backed securities (“MBSs”)		130,032		5,927		(32)		135,927		81,982		5,732		(23)		87,691
Municipal securities		478,970		25,944		(221)		504,693		464,282		26,155		(366)		490,071
Collateralized debt obligations (“CDOs”)		46,633		-		(35,551)		11,082		48,759		-		(35,365)		13,394
Corporate debt securities		19,693		2,008		-		21,701		27,511		2,514		(11)		30,014
Equity securities:
Hedge fund investment		1,230		803		-		2,033		1,231		385		-		1,616
Other equity securities		8,236		206		-		8,442		958		123		-		1,081
Total equity securities		9,466		1,009		-		10,475		2,189		508		-		2,697
Total	$	1,173,254	$	38,800	$	(37,123)	$	1,174,931	$	1,013,611	$	37,531	$	(38,136)	$	1,013,006
Securities Held-to-Maturity
Municipal securities	$	60,933	$	4,714	$	-	$	65,647	$	60,458	$	1,019	$	-	$	61,477
Trading Securities (1)							$	15,314							$	14,469

	June 30, 2012
	Available-for-Sale				Held-to-Maturity
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
One year or less	$	12,990	$	12,804	$	7,558	$	8,143
One year to five years		346,564		341,609		13,043		14,052
Five years to ten years		108,062		106,517		19,036		20,509
After ten years		79,691		78,552		21,296		22,943
CMOs		486,449		489,047		-		-
Other residential MBSs		130,032		135,927		-		-
Equity securities		9,466		10,475		-		-
Total	$	1,173,254	$	1,174,931	$	60,933	$	65,647

	Quarters Ended June 30				Six Months Ended June 30
CDO Number	2012		2011		2012		2011		Life –to-Date
1	$	-	$	-	$	-	$	-	$	10,360
2		893		-		1,535		-		9,403
3		512		-		591		-		2,161
4		-		-		-		-		1,078
5		-		-		-		-		8,570
6		-		-		-		-		243
7		-		-		-		-		6,750
	$	1,405	$	-	$	2,126	$	-	$	38,565

		Less Than 12 Months				12 Months or Longer				Total
	Number of Securities	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
As of June 30, 2012
U.S. agency securities	1	$	2,006	$	5	$	-	$	-	$	2,006	$	5
CMOs	36		159,149		887		14,875		427		174,024		1,314
Other residential mortgage- backed securities	4		8,630		16		262		16		8,892		32
Municipal securities	36		22,975		191		3,365		30		26,340		221
CDOs	6		-		-		11,082		35,551		11,082		35,551
Total	83	$	192,760	$	1,099	$	29,584	$	36,024	$	222,344	$	37,123

As of December 31, 2011
U.S. agency securities	2	$	-	$	-	$	5,035	$	25	$	5,035	$	25
CMOs	30		163,819		1,818		12,628		528		176,447		2,346
Other residential mortgage- backed securities	4		182		17		1,072		6		1,254		23
Municipal securities	19		934		2		7,857		364		8,791		366
CDOs	6		-		-		13,394		35,365		13,394		35,365
Corporate debt securities	1		2,157		11		-		-		2,157		11
Total	62	$	167,092	$	1,848	$	39,986	$	36,288	$	207,078	$	38,136

	June 30, 2012		December 31, 2011
Commercial and industrial	$	1,597,427	$	1,458,446
Agricultural		272,742		243,776
Commercial real estate:
Office, retail, and industrial		1,391,129		1,299,082
Multi-family		308,250		288,336
Residential construction		88,908		105,836
Commercial construction		147,626		144,909
Other commercial real estate		817,071		888,146
Total commercial real estate		2,752,984		2,726,309
Total corporate loans		4,623,153		4,428,531
Home equity		398,428		416,194
1-4 family mortgages		237,341		201,099
Installment loans		39,104		42,289
Total consumer loans		674,873		659,582
Total loans, excluding covered loans		5,298,026		5,088,113
Covered loans (1)		230,047		260,502
Total loans	$	5,528,073	$	5,348,615
Deferred loan fees included in total loans	$	6,753	$	7,828
Overdrawn demand deposits included in total loans	$	2,582	$	2,850

	June 30, 2012		December 31, 2011
Home equity lines (1)	$	44,972	$	45,451
Purchased impaired loans (2)		151,383		178,025
Other covered loans (3)		33,692		37,026
Total covered loans		230,047		260,502
FDIC indemnification asset		58,302		65,609
Covered OREO		9,136		23,455
Total covered assets	$	297,485	$	349,566
Covered non-accrual loans	$	14,540	$	19,879
Covered loans past due 90 days or more and still accruing interest	$	33,288	$	43,347

(1)	These loans are open-end consumer loans that are not categorized as purchased impaired loans.
(2)	Purchased impaired loans are recorded at their estimated fair values on the respective purchase dates and are accounted for prospectively based on expected cash flows.
(3)	These are loans that did not have evidence of impairment on the date of acquisition.

	Aging Analysis (Accruing and Non-accrual)										Non-performing Loans
	Current		30-89 Days Past Due		90 Days or More Past Due		Total Past Due		Total Loans		Non- accrual Loans		90 Days Past Due Loans, Still Accruing Interest
June 30, 2012
Commercial and industrial	$	1,536,959	$	14,364	$	46,104	$	60,468	$	1,597,427	$	55,358	$	2,565
Agricultural		271,139		171		1,432		1,603		272,742		1,293		260
Commercial real estate:
Office, retail, and industrial		1,341,119		14,831		35,179		50,010		1,391,129		46,629		1,090
Multi-family		298,932		1,136		8,182		9,318		308,250		8,843		-
Residential construction		71,021		2,821		15,066		17,887		88,908		17,500		-
Commercial construction		123,200		1,945		22,481		24,426		147,626		21,981		500
Other commercial real estate		786,443		2,951		27,677		30,628		817,071		34,192		2,540
Total commercial real estate		2,620,715		23,684		108,585		132,269		2,752,984		129,145		4,130
Total corporate loans		4,428,813		38,219		156,121		194,340		4,623,153		185,796		6,955
Home equity		388,337		3,689		6,402		10,091		398,428		7,245		779
1-4 family mortgages		230,104		1,985		5,252		7,237		237,341		5,466		366
Installment loans		38,683		328		93		421		39,104		1		92
Total consumer loans		657,124		6,002		11,747		17,749		674,873		12,712		1,237
Total loans, excluding covered loans		5,085,937		44,221		167,868		212,089		5,298,026		198,508		8,192
Covered loans		175,844		7,900		46,303		54,203		230,047		14,540		33,288
Total loans	$	5,261,781	$	52,121	$	214,171	$	266,292	$	5,528,073	$	213,048	$	41,480
December 31, 2011
Commercial and industrial	$	1,415,165	$	13,731	$	29,550	$	43,281	$	1,458,446	$	44,152	$	4,991
Agricultural		242,727		30		1,019		1,049		243,776		1,019		-
Commercial real estate:
Office, retail, and industrial		1,276,920		2,931		19,231		22,162		1,299,082		30,043		1,040
Multi-family		281,943		1,121		5,272		6,393		288,336		6,487		-
Residential construction		87,606		2,164		16,066		18,230		105,836		18,076		-
Commercial construction		129,310		320		15,279		15,599		144,909		23,347		-
Other commercial real estate		849,066		6,372		32,708		39,080		888,146		51,447		1,707
Total commercial real estate		2,624,845		12,908		88,556		101,464		2,726,309		129,400		2,747
Total corporate loans		4,282,737		26,669		119,125		145,794		4,428,531		174,571		7,738
Home equity		402,842		6,112		7,240		13,352		416,194		7,407		1,138
1-4 family mortgages		192,646		3,712		4,741		8,453		201,099		5,322		-
Installment loans		41,288		625		376		1,001		42,289		25		351
Total consumer loans		636,776		10,449		12,357		22,806		659,582		12,754		1,489
Total loans, excluding covered loans		4,919,513		37,118		131,482		168,600		5,088,113		187,325		9,227
Covered loans		195,289		7,853		57,360		65,213		260,502		19,879		43,347
Total loans	$	5,114,802	$	44,971	$	188,842	$	233,813	$	5,348,615	$	207,204	$	52,574

	Commercial, Industrial, and Agricultural		Office, Retail, and Industrial		Multi- Family		Residential Construction		Other Commercial Real Estate		Consumer		Covered Loans		Total Allowance
Six months ended June 30, 2012
Balance at beginning of period	$	46,017	$	16,012	$	5,067	$	14,563	$	24,471	$	14,843	$	989	$	121,962
Loan charge-offs		(14,613)		(5,237)		(484)		(4,281)		(13,922)		(5,122)		(2,708)		(46,367)
Recoveries on previous loan charge-offs		1,251		309		162		220		25		452		-		2,419
Net loan charge-offs		(13,362)		(4,928)		(322)		(4,061)		(13,897)		(4,670)		(2,708)		(43,948)
Provision for loan losses		10,755		7,269		44		2,370		14,256		3,273		2,701		40,668
Balance at end of period	$	43,410	$	18,353	$	4,789	$	12,872	$	24,830	$	13,446	$	982	$	118,682
Six months ended June 30, 2011
Balance at beginning of period	$	49,545	$	20,758	$	3,996	$	27,933	$	29,869	$	12,971	$	-	$	145,072
Loan charge-offs		(11,877)		(1,846)		(7,201)		(9,083)		(8,331)		(5,779)		(5,200)		(49,317)
Recoveries on previous loan charge-offs		2,356		54		-		2,766		472		173		-		5,821
Net loan charge-offs		(9,521)		(1,792)		(7,201)		(6,317)		(7,859)		(5,606)		(5,200)		(43,496)
Provision for loan losses		8,510		(2,104)		12,080		2,711		5,425		6,433		5,200		38,255
Balance at end of period	$	48,534	$	16,862	$	8,875	$	24,327	$	27,435	$	13,798	$	-	$	139,831

	June 30, 2012		December 31, 2011
Impaired loans individually evaluated for impairment:
Impaired loans with a related allowance for credit losses (1)	$	102,475	$	76,397
Impaired loans with no specific related allowance for credit losses (2)		65,617		83,090
Total impaired loans individually evaluated for impairment		168,092		159,487
Corporate non-accrual loans not individually evaluated for impairment (3)		17,704		15,084
Total corporate non-accrual loans		185,796		174,571
TDRs, still accruing interest		7,811		17,864
Total impaired loans	$	193,607	$	192,435
Valuation allowance related to impaired loans	$	25,267	$	26,095

(1)	These impaired loans require a valuation allowance because the present value of expected future cash flows or the estimated value of the related collateral, less estimated selling costs, is less than the recorded investment in the loans.
(2)	No specific allowance for credit losses is allocated to these loans since they are deemed to be sufficiently collateralized or had charge-offs.
(3)	These are loans with balances under a specified threshold.

	Loans						Allowance For Credit Losses
	Individually Evaluated For Impairment		Collectively Evaluated For Impairment		Total		Individually Evaluated For Impairment		Collectively Evaluated For Impairment		Total
June 30, 2012
Commercial, industrial, and agricultural	$	48,328	$	1,821,841	$	1,870,169	$	12,177	$	31,233	$	43,410
Commercial real estate:
Office, retail, and industrial		43,884		1,347,245		1,391,129		5,563		12,790		18,353
Multi-family		7,899		300,351		308,250		-		4,789		4,789
Residential construction		15,734		73,174		88,908		3,020		9,880		12,900
Other commercial real estate		52,247		912,450		964,697		4,807		20,027		24,834
Total commercial real estate		119,764		2,633,220		2,752,984		13,390		47,486		60,876
Total corporate loans		168,092		4,455,061		4,623,153		25,567		78,719		104,286
Consumer		-		674,873		674,873		-		13,414		13,414
Total loans, excluding covered loans		168,092		5,129,934		5,298,026		25,567		92,133		117,700
Covered loans (1)		-		44,972		44,972		-		982		982
Total loans included in the calculation of the allowance for credit losses	$	168,092	$	5,174,906	$	5,342,998	$	25,567	$	93,115	$	118,682
December 31, 2011
Commercial, industrial, and agricultural	$	37,385	$	1,664,837	$	1,702,222	$	14,827	$	31,190	$	46,017
Commercial real estate:
Office, retail, and industrial		28,216		1,270,866		1,299,082		1,507		14,505		16,012
Multi-family		5,589		282,747		288,336		20		5,047		5,067
Residential construction		17,378		88,458		105,836		2,502		12,061		14,563
Other commercial real estate		70,919		962,136		1,033,055		7,239		17,232		24,471
Total commercial real estate		122,102		2,604,207		2,726,309		11,268		48,845		60,113
Total corporate loans		159,487		4,269,044		4,428,531		26,095		80,035		106,130
Consumer		-		659,582		659,582		-		14,843		14,843
Total loans, excluding covered loans		159,487		4,928,626		5,088,113		26,095		94,878		120,973
Covered loans (1)		-		45,451		45,451		-		989		989
Total loans included in the calculation of the allowance for credit losses	$	159,487	$	4,974,077	$	5,133,564	$	26,095	$	95,867	$	121,962

	June 30, 2012								December 31, 2011
	Recorded Investment In								Recorded Investment In
	Loans with No Related Allowance for Credit Losses		Loans with a Related Allowance for Credit Losses		Unpaid Principal Balance		Specific Allowance for Credit Losses Allocated		Loans with No Related Allowance for Credit Losses		Loans with a Related Allowance for Credit Losses		Unpaid Principal Balance		Specific Allowance for Credit Losses Allocated
Commercial and industrial	$	15,648	$	31,703	$	72,375	$	12,041	$	10,801	$	26,028	$	58,591	$	14,827
Agricultural		411		566		977		136		556		-		556		-
Commercial real estate:
Office, retail, and industrial		14,485		29,399		55,898		5,563		11,897		16,319		33,785		1,507
Multi-family		7,899		-		13,135		-		5,072		517		11,265		20
Residential construction		9,157		6,577		31,291		3,020		9,718		7,660		33,124		2,502
Commercial construction		6,938		14,882		28,824		659		19,019		3,790		28,534		758
Other commercial real estate		11,079		19,348		39,121		4,148		26,027		22,083		70,868		6,481
Total commercial real estate		49,558		70,206		168,269		13,390		71,733		50,369		177,576		11,268
Total impaired loans individually evaluated for impairment	$	65,617	$	102,475	$	241,621	$	25,567	$	83,090	$	76,397	$	236,723	$	26,095

	Six Months Ended June 30, 2012				Six Months Ended June 30, 2011
	Average Recorded Investment Balance		Interest Income Recognized (1)		Average Recorded Investment Balance		Interest Income Recognized (1)
Commercial and industrial	$	50,626	$	9	$	51,863	$	10
Agricultural		927		-		1,796		-
Commercial real estate:
Office, retail, and industrial		32,015		-		18,989		21
Multi-family		7,976		-		4,736		2
Residential construction		18,493		-		41,455		27
Commercial construction		21,554		-		25,191		-
Other commercial real estate		45,985		6		37,968		18
Total commercial real estate		126,023		6		128,339		68
Total impaired loans individually evaluated for impairment	$	177,576	$	15	$	181,998	$	78

	As of June 30, 2012						As of December 31, 2011
	Accruing (1)		Non-accrual (2)		Total		Accruing (1)		Non-accrual (2)		Total
Commercial and industrial	$	175	$	1,380	$	1,555	$	1,451	$	897	$	2,348
Agricultural		-		-		-		-		-		-
Commercial real estate:
Office, retail, and industrial		620		220		840		1,742		-		1,742
Multi-family		-		1,758		1,758		11,107		1,758		12,865
Residential construction		-		-		-		-		-		-
Commercial construction		-		14,006		14,006		-		14,006		14,006
Other commercial real estate		5,883		6,025		11,908		227		11,417		11,644
Total commercial real estate		6,503		22,009		28,512		13,076		27,181		40,257
Total corporate loans		6,678		23,389		30,067		14,527		28,078		42,605
Home equity		21		395		416		1,093		471		1,564
1-4 family mortgages		1,112		1,077		2,189		2,089		1,293		3,382
Installment loans		-		-		-		155		-		155
Total consumer loans		1,133		1,472		2,605		3,337		1,764		5,101
Total loans	$	7,811	$	24,861	$	32,672	$	17,864	$	29,842	$	47,706

(1)	These loans are still accruing interest.
(2)	These loans are included in non-accrual loans in the preceding tables.

	Number of Loans	Pre- Modification Recorded Investment		Funds Disbursed		Interest and Escrow Capitalized		Charge-offs		Post- Modification Recorded Investment
Six months ended June 30, 2012
Commercial and industrial	1	$	252	$	-	$	-	$	170	$	82
Office, retail, and industrial	1		625		-		-		-		625
Other commercial real estate	7		11,906		-		-		652		11,254
1-4 family mortgages	4		563		-		4		-		567
Total TDRs restructured during the period	13	$	13,346	$	-	$	4	$	822	$	12,528
Six Months Ended June 30, 2011
Commercial and industrial	5	$	223	$	-	$	7	$	-	$	230
Office, retail, and industrial	3		3,407		293		9		-		3,709
Other commercial real estate	1		174		-		74		-		248
Home equity	7		388		-		13		-		401
1-4 family mortgages	8		831		-		35		-		866
Installment loans	1		151		-		4		-		155
Total TDRs restructured during the period	25	$	5,174	$	293	$	142	$	-	$	5,609

	Six Months Ended
	June 30, 2012			June 30, 2011
	Number of Loans	Recorded Investment		Number of Loans	Recorded Investment
Office, retail, and industrial	1	$	220	-	$	-
Home equity	-		-	1		83
1-4 family mortgages	1		62	1		141
Total restructured loans	2	$	282	2	$	224

	Pass		Special Mention (1)		Substandard (2)		Non-accrual (3)		Total
June 30, 2012
Commercial and industrial	$	1,463,066	$	44,486	$	34,517	$	55,358	$	1,597,427
Agricultural		261,483		9,827		139		1,293		272,742
Commercial real estate:
Office, retail, and industrial		1,240,144		73,779		30,577		46,629		1,391,129
Multi-family		294,578		3,185		1,644		8,843		308,250
Residential construction		38,889		18,531		13,988		17,500		88,908
Commercial construction		98,619		15,942		11,084		21,981		147,626
Other commercial real estate		705,668		43,424		33,787		34,192		817,071
Total commercial real estate		2,377,898		154,861		91,080		129,145		2,752,984
Total corporate loans	$	4,102,447	$	209,174	$	125,736	$	185,796	$	4,623,153
December 31, 2011
Commercial and industrial	$	1,308,812	$	57,866	$	47,616	$	44,152	$	1,458,446
Agricultural		232,270		10,487		-		1,019		243,776
Commercial real estate:
Office, retail, and industrial		1,147,026		78,578		43,435		30,043		1,299,082
Multi-family		275,031		5,803		1,015		6,487		288,336
Residential construction		48,806		27,198		11,756		18,076		105,836
Commercial construction		92,568		23,587		5,407		23,347		144,909
Other commercial real estate		746,213		73,058		17,428		51,447		888,146
Total commercial real estate		2,309,644		208,224		79,041		129,400		2,726,309
Total corporate loans	$	3,850,726	$	276,577	$	126,657	$	174,571	$	4,428,531

	Performing		Non-accrual		Total
June 30, 2012
Home equity	$	391,183	$	7,245	$	398,428
1-4 family mortgages		231,875		5,466		237,341
Installment loans		39,103		1		39,104
Total consumer loans	$	662,161	$	12,712	$	674,873
December 31, 2011
Home equity	$	408,787	$	7,407	$	416,194
1-4 family mortgages		195,777		5,322		201,099
Installment loans		42,264		25		42,289
Total consumer loans	$	646,828	$	12,754	$	659,582

(1)	Loans categorized as special mention exhibit potential weaknesses that require the close attention of management since these potential weaknesses may result in the deterioration of repayment prospects at some future date.
(2)	Loans categorized as substandard continue to accrue interest, but exhibit a well-defined weakness or weaknesses that may jeopardize the liquidation of the debt. The loans continue to accrue interest because they are well secured and collection of principal and interest is expected within a reasonable time.
(3)	Loans categorized as non-accrual exhibit a well-defined weakness or weaknesses that may jeopardize the liquidation of the debt and are characterized by the distinct possibility that the Company could sustain some loss if the deficiencies are not corrected. These loans were placed on non-accrual status.

	June 30, 2012		December 31, 2011
5.875% senior notes due in 2016 (1)
Principal amount	$	115,000	$	115,000
Discount		(539)		(600)
Total senior notes due in 2016		114,461		114,400
5.85% subordinated notes due in 2016
Principal amount		50,500		50,500
Discount		(21)		(24)
Total subordinated notes due in 2016		50,479		50,476
6.95% junior subordinated debentures due in 2033
Principal amount		66,253		87,351
Discount		(55)		(74)
Total junior subordinated debentures due in 2033		66,198		87,277
Total senior and subordinated debt	$	231,138	$	252,153

	Quarters Ended June 30,				Six Months Ended June 30,
	2012		2011		2012			2011
Net income	$	6,365	$	10,653	$	14,257	$		20,697
Preferred dividends		-		(2,412)		-			(4,825)
Accretion on preferred stock		-		(170)		-			(338)
Net income applicable to non-vested restricted shares		(76)		(100)		(215)			(237)
Net income applicable to common shares	$	6,289	$	7,971	$	14,042	$		15,297
Weighted-average common shares outstanding:
Weighted-average common shares outstanding (basic)		73,659		73,259		73,582			73,205
Dilutive effect of common stock equivalents		-		-		-			-
Weighted-average diluted common shares outstanding		73,659		73,259		73,582			73,205
Basic earnings per share	$	0.09	$	0.11	$	0.19	$		0.21
Diluted earnings per share	$	0.09	$	0.11	$	0.19	$		0.21
Anti-dilutive shares not included in the computation of diluted earnings per share (1)		1,756		3,619		1,809			3,676

	June 30, 2012		December 31, 2011
Commitments to extend credit:
Commercial and industrial	$	641,637	$	609,601
Commercial real estate		157,964		139,574
Home equity lines		253,449		257,315
1-4 family real estate construction		16,477		13,300
Credit card lines		23,522		21,257
Overdraft protection program (1)		175,260		178,699
All other commitments		81,712		129,015
Total commitments	$	1,350,021	$	1,348,761
Letters of credit:
1-4 family real estate construction	$	7,039	$	8,661
Commercial real estate		53,211		49,373
All other		49,020		58,532
Total letters of credit	$	109,270	$	116,566
Unamortized fees associated with letters of credit (2)	$	516	$	668
Remaining weighted-average term (in months)		13.39		9.62
Remaining lives (in years)		0.1 to 12.1		0.1 to 12.6

(1)	Federal regulation regarding electronic fund transfers requires consumers to affirmatively consent to the institution’s overdraft service for automated teller machine and one-time debit card transactions before overdraft fees may be assessed on the account. Consumers are provided a specific line for the amount they may overdraw.
(2)	Included in other liabilities in the Consolidated Statements of Financial Condition. The Company will amortize these amounts into income over the commitment period.

	June 30, 2012						December 31, 2011
	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Assets:
Trading securities:
Money market funds	$	1,293	$	-	$	-	$	1,565	$	-	$	-
Mutual funds		14,021		-		-		12,904		-		-
Total trading securities		15,314		-		-		14,469		-		-
Securities available-for-sale:
U.S. agency securities		-		2,006		-		-		5,035		-
CMOs		-		489,047		-		-		384,104		-
Other residential MBSs		-		135,927		-		-		87,691		-
Municipal securities		-		504,693		-		-		490,071		-
CDOs		-		-		11,082		-		-		13,394
Corporate debt securities		-		21,701		-		-		30,014		-
Hedge fund investment		-		2,033		-		-		1,616		-
Other equity securities		42		8,400		-		41		1,040		-
Total securities available- for-sale		42		1,163,807		11,082		41		999,571		13,394
Mortgage servicing rights (1)		-		-		836		-		-		929
Liabilities:
Derivative liabilities (2)	$	-	$	2,466	$	-	$	-	$	2,459	$	-

(1)	Included in other assets in the Consolidated Statements of Financial Condition.
(2)	Included in other liabilities in the Consolidated Statements of Financial Condition.

(1)	Included in net securities gains (losses) in the Condensed Consolidated Statements of Income and related to securities still held at the end of the period.
(2)	Included in unrealized holding (losses) gains in the Consolidated Statements of Comprehensive Income.

	CDO Number (1)
	1		2		3		4		5		6
Characteristics:
Class (2)		C-1		C-1		C-1		B1		C		C
Original par	$	17,500	$	15,000	$	15,000	$	15,000	$	10,000	$	6,500
Amortized cost		7,140		5,597		12,478		13,922		1,317		6,179
Fair value		2,538		233		2,787		3,770		311		1,443
Lowest credit rating (Moody’s)		Ca		Ca		Ca		Ca		C		Ca
Number of underlying Issuers		46		56		62		63		56		79
Percent of Issuers currently performing		76.1%		76.8%		75.8%		54.0%		58.9%		65.8%
Current deferral and default percent (3)		17.6%		17.6%		12.3%		38.2%		45.1%		30.2%
Expected future deferral and default percent (4)		22.9%		19.4%		17.1%		32.0%		32.8%		16.3%
Excess subordination percent (5)		0.0%		0.0%		1.1%		0.0%		0.0%		1.8%
Discount rate risk adjustment (6)		14.8%		15.8%		14.8%		13.8%		14.8%		13.3%
Significant unobservable assumptions, weighted average of Issuers:
Probability of prepayment		7.5%		4.1%		3.3%		6.0%		6.2%		3.2%
Probability of default		24.3%		28.4%		22.6%		29.8%		41.1%		30.1%
Loss given default		88.2%		88.6%		89.7%		92.5%		92.6%		94.8%
Probability of deferral cure		39.5%		25.1%		29.5%		49.3%		38.9%		50.9%