EXHIBIT 99.5
FIRST MIDWEST CAPITAL TRUST I
OFFERFOR ALL OUTSTANDING 6.95% ORIGINAL CAPITAL SECURITIES
IN EXCHANGEFOR 6.95% EXCHANGE CAPITAL SECURITIES
To Our Clients:
Enclosed for your consideration is a prospectus dated , 2004 (as the same may be amended or supplemented from time to time, the“Prospectus”), and the related letter of transmittal (the“Letter of Transmittal”), relating to the offer (the“Exchange Offer”) of First Midwest Capital Trust I (the“Trust”) and First Midwest Bancorp, Inc. (the“Corporation”) to exchange the Trust’s 6.95% Exchange Capital Securities for any and all of the Trust’s outstanding 6.95% Original Capital Securities (the“Original Capital Securities”), upon the terms and subject to the conditions described in the Prospectus. The Exchange Offer is being made in order to satisfy certain obligations of the Trust and the Corporation contained in the Registration Rights Agreement dated November 18, 2003, among the Trust, the Corporation, and the Initial Purchasers named therein.
This material is being forwarded to you as the beneficial owner of the Original Capital Securities carried by us in your account but not registered in your name. ATENDEROFSUCH ORIGINAL CAPITAL SECURITIESMAYONLYBEMADEBYUSASTHE HOLDEROF RECORDANDPURSUANTTOYOURINSTRUCTIONS.
Accordingly, we request instructions as to whether you wish us to tender on your behalf the Original Capital Securities held by us for your account, pursuant to the terms and conditions set forth in the enclosed Prospectus and Letter of Transmittal.
Your instructions should be forwarded to us as promptly as possible in order to permit us to tender the Original Capital Securities on your behalf in accordance with the provisions of the Exchange Offer. The Exchange Offer shall expire at 5:00 p.m., New York City time, on , 2004, or on such later date or time to which the Corporation and the Trust may extend the Exchange Offer. Any Original Capital Securities tendered pursuant to the Exchange Offer may be withdrawn at any time before the Expiration Date.
Your attention is directed to the following:
1. The Exchange Offer is for any and all Original Capital Securities.
2. The Exchange Offer is subject to certain conditions set forth in the Prospectus in the section captioned “Procedures for Tendering Original Capital Securities—Conditions to the Exchange Offer.”
3. Any transfer taxes incident to the transfer of Original Capital Securities from the holder to the Corporation will be paid by the Corporation, except as otherwise provided in the Instructions in the Letter of Transmittal.
4. The Exchange Offer expires at 5:00 p.m., New York City time, on , 2004, or on such later date or time to which the Corporation and the Trust may extend the Exchange Offer.
If you wish to have us tender your Original Capital Securities, please so instruct us by completing, executing and returning to us the instruction form on the back of this letter. THE LETTER OF TRANSMITTALISFURNISHEDTOYOUFORINFORMATIONONLYANDMAYNOTBEUSEDDIRECTLYBYYOUTOTENDER ORIGINAL CAPITAL SECURITIES.
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INSTRUCTIONSWITH RESPECTTOTHE EXCHANGE OFFER
The undersigned acknowledge(s) receipt of your letter and the enclosed material referred to therein relating to the Exchange Offer made by First Midwest Capital Trust I with respect to its Original Capital Securities.
This will instruct you to tender the Original Capital Securities held by you for the account of the undersigned, upon and subject to the terms and conditions set forth in the Prospectus and the related Letter of Transmittal.
Please tender the Original Capital Securities held by you for my account as indicated below:
Total Liquidation Amount at Maturity of 6.95% Original Capital Securities Tendered:*
[_] | Please donot tender any Original Capital Securities held by you for my account. |
Dated: , 2004
Authorized Signature (s):
Please print name (s) here:
Address (es):
Area Code and Telephone Number:
Taxpayer Identification or Social Security Number (s):
None of the Original Capital Securities held by us for your account will be tendered unless we receive written instructions from you to do so. Unless a specific contrary instruction is given in the space provided, your signature(s) hereon shall constitute an instruction to us to tender all the Original Capital Securities held by us for your account.
* | Must be in denominations of a Liquidation Amount of $1,000 and any integral multiple thereof, and not less than $100,000 aggregate Liquidation Amount. |
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