First Midwest Bancorp (ONBPP) 10-Q 2002 Q1 Quarterly report

SECURITIES AND EXCHANGE COMMISSION
FORM 10-Q
Washington, D.C. 20549


(Mark One)

[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarter endedMarch 31, 2002 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.)
300 Park Blvd., Suite 405, P.O. Box 459 Itasca, Illinois 60143-9768 (Address of principal executive offices) (zip code) (630) 875-7450 (Registrant's telephone number, including area code) Common Stock, $.01 Par Value Preferred Share Purchase Rights Securities Registered Pursuant to Section 12(g) of the Act
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 [  ].
As of May 13, 2002, 48,464,083 shares of the Registrant's $.01 par value common stock were outstanding, excluding treasury shares.
Exhibit Index is located on page 23*.

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FIRST MIDWEST BANCORP, INC.

FORM 10-Q

TABLE OF CONTENTS

Page
Part I. FINANCIAL INFORMATON
Item 1. Financial Statements
Consolidated Statements of Condition	3*
Consolidated Statements of Income	4*
Consolidated Statements of Cash Flows	5*
Notes to Consolidated Financial Statements	6*
Item 2. Management's Discussion and Analysis of Financial Condition                 and Results of Operations	11*
Part II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K	22*

2

PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS FIRST MIDWEST BANCORP, INC. CONSOLIDATED STATEMENTS OF CONDITION (Amounts in thousands)
				March 31, 2002		December 31,2001
				(Unaudited)
Assets
	Cash and due from banks			$	182,559	$		155,822
	Federal funds sold and other short-term investments				9,344	4,334
	Mortgages held for sale				10,306	15,240
	Securities available for sale, at market value				1,907,294	1,771,607
	Securities held to maturity, at amortized cost				96,956	89,227
	Loans, net of unearned discount				3,373,742	3,372,306
	Reserve for loan losses				(47,774)	(47,745)
			Net loans		3,325,968	3,324,561
	Premises, furniture and equipment				81,625	77,172
	Accrued interest receivable				33,535	32,027
	Investment in corporate owned life insurance				136,819	135,280
	Goodwill				16,397	16,397
	Other intangible assets				1,138	1,313
	Other assets				40,848	44,939
			Total assets	$	5,842,789	$	5,667,919
Liabilities
	Demand deposits			$	733,217	$		738,175
	Savings deposits				449,351	421,079
	NOW accounts				679,397	662,530
	Money market deposits				569,231	584,030
	Time deposits				1,738,982	1,788,107
			Total deposits		4,170,178	4,193,921
	Borrowed funds				1,174,370	971,851
	Accrued interest payable				8,806	10,231
	Other liabilities				42,612	44,649
			Total liabilities		5,395,966	5,220,652
Stockholders' equity
	Preferred stock, no par value; 1,000 shares authorized, none issued				-	-
	Common stock, $.01 par value; authorized 60,000 shares; issued 56,927 shares    outstanding: March 31, 2002-48,534 shares; December 31, 2001-48,725 shares				569	569
	Additional paid-in capital				72,500	74,961
	Retained earnings				551,400	537,600
	Accumulated other comprehensive (loss) income, net of tax				(1,129)	5,265
	Treasury stock, at cost: March 31, 2002 - 8,393 shares    December 31, 2001 - 8,202 shares				(176,517)	(171,128)
		Total stockholders' equity			446,823	447,267
		Total liabilities and stockholders' equity		$	5,842,789	$	5,667,919
See notes to consolidated financial statements.

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FIRST MIDWEST BANCORP, INC. CONSOLIDATED STATEMENTS OF INCOME (Amounts in thousands) (Unaudited)
		Quarters Ended March 31,
		2002		2001
Interest Income
Loans		$	56,937	$	69,212
Securities available for sale		25,665		31,829
Securities held to maturity		1,179		1,407
Federal funds sold and other short-term investments		162		193
	Total interest income	83,943		102,641
Interest Expense
Deposits		22,616		40,117
Borrowed funds		7,080		15,636
	Total interest expense	29,696		55,753
	Net interest income	54,247		46,888
Provision for loan losses		5,055		3,458
	Net interest income after provision for loan losses	49,192		43,430
Noninterest Income
Service charges on deposit accounts		5,756		5,492
Trust and investment management fees		2,708		2,673
Other service charges, commissions, and fees		4,293		4,267
Corporate owned life insurance income		1,698		2,268
Security gains, net		-		704
Other income		1,687		1,522
	Total noninterest income	16,142		16,926
Noninterest Expense
Salaries and wages		15,126		14,361
Retirement and other employee benefits		4,433		4,077
Occupancy expense of premises		3,515		4,114
Equipment expense		1,882		1,954
Technology and related costs		2,466		2,541
Professional services		1,726		1,357
Advertising and promotions		969		891
Other expenses		5,519		5,798
	Total noninterest expense	35,636		35,093
Income before income tax expense		29,698		25,263
Income tax expense		7,627		5,939
	Net income	$	22,071	$	19,324
Per Share Data
	Basic earnings per share	$	0.45	$	0.38
	Diluted earnings per share	$	0.45	$	0.38
	Cash dividends per share	$	0.17	$	0.16
	Weighted average shares outstanding	48,647		51,081
	Weighted average diluted shares outstanding	49,047		51,356
See notes to consolidated financial statements.

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FIRST MIDWEST BANCORP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Amounts in thousands) (Unaudited)
					Quarters Ended March 31,
					2002		2001
Operating Activities
Net income				$		22,071	$		19,324
Adjustments to reconcile net income to net cash provided by operating activities:
	Provision for loan losses			5,055			3,458
	Depreciation of premises, furniture, and equipment			2,100			2,168
	Net amortization (accretion) of premium (discount) on securities			1,992			(28)
	Net (gains) on sales of securities			-			(704)
	Net (gains) on sales of other real estate owned			(43)			(54)
	Net losses on sales of premises, furniture, and equipment			153			29
	Tax benefits from employee exercises of nonqualified stock options			605			252
	Net decrease (increase) in deferred income taxes			1,060			(321)
	Net amortization of goodwill and other intangibles			175			748
	Originations and purchases of mortgage loans held for sale			(59,369)			(35,934)
	Proceeds from sales of mortgage loans held for sale			64,303			31,725
	Net (increase) in corporate owned life insurance			(1,539)			(2,998)
	Net (increase) decrease in accrued interest receivable			(1,508)			3,089
	Net (decrease) in accrued interest payable			(1,425)			(3,310)
	Net decrease (increase) in other assets			8,045			(1,062)
	Net (decrease) increase in other liabilities			(1,982)			2,439
		Net cash provided by operating activities		39,693			18,821
Investing Activities
Securities available for sale:
	Proceeds from maturities, repayments, and calls			147,665			236,241
	Proceeds from sales			-			354,581
	Purchases			(296,703)			(376,934)
Securities held to maturity:
	Proceeds from maturities, repayments, and calls			1,386			5,825
	Purchases			(9,115)			(16,921)
Net (increase) in loans				(8,341)			(49,676)
Proceeds from sales of other real estate owned				1,263			414
Proceeds from sales of premises, furniture, and equipment				1,297			1
Purchases of premises, furniture, and equipment				(8,003)			(1,506)
		Net cash (used) provided by investing activities		(170,551)			152,025
Financing Activities
Net (decrease) in deposit accounts				(23,743)			(106,592)
Net increase (decrease) in borrowed funds				202,519			(46,844)
Purchase of treasury stock				(12,157)			(5,118)
Proceeds from issuance of treasury stock				7			4
Cash dividends paid				(8,303)			(8,185)
Exercise of stock options				4,282			821
			Net cash provided (used) by financing activities	162,605			(165,914)
			Net increase in cash and cash equivalents	31,747			4,932
			Cash and cash equivalents at beginning of period	160,156			184,493
			Cash and cash equivalents at end of period	$		191,903	$	189,425
See notes to consolidated financial statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except per share data)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited interim consolidated financial statements of First Midwest Bancorp, Inc. ("First Midwest" or the "Company") have been prepared in accordance with generally accepted accounting principles and with the rules and regulations of the Securities and Exchange Commission for interim financial reporting. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of Management, all normal and recurring adjustments that are necessary to fairly present the results for the interim periods presented have been included. The preparation of financial statements requires Management to make estimates and assumptions that affect the recorded amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates. In addition, certain reclassifications have been made to the 2001 data to conform to the 2002 presentation. For further information with respect to significant accounting policies followed by First Midwest in the preparation of its consolidated financial statements, refer to First Midwest's Annual Report on Form 10-K for the year ended December 31, 2001.

Reserve for Loan Losses

The reserve for loan losses is maintained at a level believed adequate by Management to absorb probable losses inherent in the loan portfolio and is based on the size and current risk characteristics of the loan portfolio; an assessment of individual problem loans; actual and anticipated loss experience; and current economic events in specific industries and geographical areas including unemployment levels, regulatory guidance, general economic conditions, and other pertinent factors. Determination of the reserve is inherently subjective as it requires significant estimates, including the amounts and timing of expected future cash flows on impaired loans, estimated losses on pools of homogeneous loans based on historical loss experience, and consideration of current economic trends, all of which may be susceptible to significant change. Loan losses are charged off against the reserve, while recoveries of amounts previously charged off are credited to the reserve. A provision for loan loss es is charged to operating expense based on Management's periodic evaluation of the factors previously mentioned, as well as other pertinent factors.

Based on an estimation done pursuant to either Financial Accounting Standards Board ("FASB") Statement No. 5, "Accounting for Contingencies," or FASB Statement Nos. 114 and 118, "Accounting by Creditors for Impairment of a Loan," the reserve for loan losses consists of three elements: (i) specific reserves established for expected losses resulting from analysis developed through specific credit allocations on individual loans for which the recorded investment in the loan exceeds its fair value; (ii) general allocated reserves based on historical loan loss experience for each loan category; and (iii) unallocated reserves based on general economic conditions as well as specific economic factors in the markets in which the Company operates.

The specific reserve allocations are based on a regular analysis of impaired loans over a fixed-dollar amount where the internal credit rating is at or below a predetermined classification. A loan is considered impaired when it is probable that First Midwest will be unable to collect all contractual principal and interest due according to the terms of the loan agreement. Loans subject to impairment valuation are defined as nonaccrual and restructured loans exclusive of smaller homogeneous loans such as home equity, installment, and 1-4 family residential loans. The fair value of the loan is determined based on the present value of expected future cash flows discounted at the loan's effective interest rate, the market price of the loan, or the fair value of the underlying collateral less costs to sell, if the loan is collateral dependent.

The general allocated portion of the reserve based on historical loan loss experience is determined statistically using a loss migration analysis that examines loss experience and the related internal gradings of loans charged-off. The loss migration analysis is performed quarterly and loss factors are updated regularly based on actual experience. The general allocated element of the reserve for loan losses also includes consideration of the amounts necessary for concentrations and changes in portfolio mix and volume.

The unallocated portion of the reserve reflects Management's estimate of probable inherent but undetected losses within the portfolio due to uncertainties in economic conditions, delays in obtaining information, including unfavorable information about a borrower's financial condition, the difficulty in identifying triggering events that correlate perfectly to subsequent loss rates, and risk factors that have not yet manifested themselves in loss allocation factors. In addition, the unallocated reserve includes a component that explicitly accounts for the inherent imprecision in loan loss migration models. Also, loss data representing a complete economic cycle is not available for all sectors. The uncertainty following the events of September 11^th and the recessionary environment also impact the allocation model's estimate of loss. The historical losses used in the migration analysis may not be representative of actual losses inherent in the portfolio that have not yet been r ealized.

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Goodwill And Other Intangible Assets

Effective January 1, 2002, First Midwest adopted FASB No. 142, "Goodwill and Other Intangible Assets", which addresses the accounting and reporting for acquired goodwill and other intangible assets and supersedes APB Opinion 17. Under FASB No. 142, goodwill and intangible assets deemed to have indefinite lives will no longer be amortized but reviewed for impairment annually, or more frequently if certain indicators arise. First Midwest is required to complete the initial step of transitional impairment test within six months of adoption of FASB No. 142 and to complete the final step of the transitional impairment test by the end of the fiscal year. Any impairment loss resulting from the transitional impairment test will be recorded as a cumulative effect of a change in accounting principal with any subsequent impairment losses reflected in operating income in the income statement. In addition, the Statement requires the reassessment of identifiable intangibles with identifiabl e lives and continue to be amortized.

First Midwest has completed the transitional impairment test required upon adoption of FASB No. 142 and determined that there is no impairment to its recorded goodwill balances. For additional disclosures regarding goodwill and other intangible assets, see Note 5 on page* of this Form 10-Q.

Accounting For Long-Lived Assets

Effective January 1, 2002, First Midwest adopted FASB Statement No. 144, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of," ("FASB No. 144") which addresses how and when to measure impairment on long-lived assets and how to account for long-lived assets that an entity plans to dispose of either through sale, abandonment, exchange, or distribution to owners. The new provisions supersede FASB No. 121, which addressed asset impairment, and certain provisions of APB Opinion 30 related to reporting the effects of the disposal of a business segment and requires expected future operating losses from discontinued operations to be recorded in the period in which the losses are incurred rather than the measurement date. Under FASB No. 144, more dispositions may qualify for discontinued operations treatment in the income statement. The adoption of FASB No. 144 had no material impact on the Company's financial position or results of operations in the first quarter 2002.

2. SECURITIES

The aggregate amortized cost, gross unrealized gains and losses, and market value of securities were as follows:

		March 31, 2002								December 31, 2001
		Amortized		Gross Unrealized				Market		Amortized		Gross Unrealized				Market
		Cost		Gains		Losses		Value		Cost		Gains		Losses		Value
Securities Available    for Sale
U.S. Treasury		$	200	$	3	$	-	$	203	$	200	$	5	$	-	$	205
U.S. Agency		148,702		164		(569)		148,297		70,217		208		(30)		70,395
Mortgage-backed		1,221,006		8,879		(5,945)		1,223,940		1,152,535		12,091		(2,887)		1,161,739
State and municipal		473,506		9,510		(4,399)		478,617		473,873		9,347		(4,046)		479,174
Other		63,624		57		(7,444)		56,237		63,167		51		(3,124)		60,094
	Total	$	1,907,038	$	18,613	$	(18,357)	$	1,907,294	$	1,759,992	$	21,702	$	(10,087)	$	1,771,607
Securities Held    to Maturity
U.S. Treasury		$	2,005	$	-	$	-	$	2,005	$	2,006	$	40	$	-	$	2,046
U.S. Agency		126		-		-		126		126		-		-		126
State and municipal		70,567		132		-		70,699		63,452		127		(4)		63,575
Other		24,258		-		-		24,258		23,643		-		-		23,643
	Total	$	96,956	$	132	$	-	$	97,088	$	89,227	$	167	$	(4)	$	89,390

For additional details of the securities available for sale portfolio and the related impact of unrealized gains/(losses) thereon, see Note 7 to the interim consolidated financial statements on page 10*.

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3. LOANS

Total loans, net of deferred loan fees and other discounts of $1.9 million and $2.3 million at March 31, 2002 and December 31, 2001, respectively were as follows:

		March 31,		December 31,
		2002		2001
Commercial and industrial		$	854,039	$	827,281
Agricultural		82,029		87,188
Consumer		937,953		947,246
Real estate - 1 - 4 family		179,672		196,741
Real estate - commercial		996,295		998,857
Real estate - construction		323,754		314,993
	Total loans, net of unearned discount	$	3,373,742	$	3,372,306

First Midwest concentrates its lending activity in the geographic market areas that it serves, generally lending to consumers and small to mid-sized businesses from whom deposits are garnered in the same market areas. As a result, First Midwest strives to maintain a loan portfolio that is diverse in terms of loan type, industry, borrower and geographic concentrations. Such diversification reduces the exposure to economic downturns that may occur in different segments of the economy or in different industries. As of March 31, 2002 and December 31, 2001, there were no significant loan concentrations with any single borrower, industry or geographic segment.

4. RESERVE FOR LOAN LOSSES/IMPAIRED LOANS

A summary of the transactions in the reserve for loan losses and details regarding impaired loans for the quarters ended March 31, 2002 and 2001 are summarized below:

			Quarters Ended March 31,
			2002		2001
Balance at beginning of period			$	47,745	$	45,093
	Loans charged-off		(5,865)		(3,704)
	Recoveries of loans previously charged-off		839		574
		Net loans (charged-off)	(5,026)		(3,130)
	Provision for loan losses		5,055		3,458
Balance at end of period			$	47,774	$	45,421
Impaired Loans:
	Requiring valuation reserve(1)		$	4,253	$	7,934
	Not requiring valuation reserve		8,015		8,071
		Total impaired loans	$	12,268	$	16,005
Valuation reserve related to impaired loans			$	3,090	$	1,417
Average impaired loans			$	13,698	$	14,493
Interest income recognized on impaired loans			$	7	$	36
(1)		These impaired loans require a valuation reserve allocation because the value of the loans is less than the recorded investments in the loans.

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5. GOODWILL AND OTHER INTANGIBLE ASSETS

Effective January 1, 2002, First Midwest adopted Financial Accounting Standards Board ("FASB") No. 142, "Goodwill and Other Intangible Assets." In accordance with the Statement, First Midwest discontinued the amortization of goodwill which is not deductible for income tax purposes. A reconciliation of previously reported net income and earnings per share as adjusted for the exclusion of goodwill amortization is presented below had First Midwest accounted for goodwill under FASB No. 142 for all periods presented:

		Quarters Ended March 31,
		2002		2001
Reported net income		$	22,071	$	19,324
Add back of goodwill amortization		-		540
Adjusted net income		$	22,071	$	19,864
Basic earning per share:
	Reported net income	$	0.45	$	0.38
	Goodwill amortization	-		0.01
	Adjusted net income	$	0.45	$	0.39
Diluted earnings per share:
	Reported net income	$	0.45	$	0.38
	Goodwill amortization		-		0.01
	Adjusted net income	$	0.45	$	0.39

First Midwest's carrying value of goodwill was $16.4 million at March 31, 2002 and December 31, 2001. Information regarding the Company's other intangible assets follows:

		March 31, 2002						December 31, 2001
		CarryingAmount		AccumulatedAmortization		Net		CarryingAmount		AccumulatedAmortization			Net
Other intangible assets:
	Core deposit premium	$	5,359	$	4,390	$	969	$	6,892	$	5,766	$		1,126
	Other identified intangibles		423	254		169			423	236		187
	Total	$	5,782	$	4,644	$	1,138	$	7,315	$	6,002	$		1,313

Amortization expense of other intangible assets, which is deductible for income tax purposes, was $175 and $208 for the three months ended March 31, 2002 and 2001, respectively.

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6. EARNINGS PER COMMON SHARE

The following table sets forth the computation of basic and diluted earnings per share for the quarters ended March 31, 2002 and 2001:

		Quarters Ended March 31,
		2002		2001
Basic Earnings Per Share:
	Net income	$	22,071	$	19,324
	Average common shares outstanding	48,647		51,081
	Basic earnings per share	$	0.45	$	0.38
Diluted Earnings Per Share:
	Net income	$	22,071	$	19,324
	Average common shares outstanding	48,647		51,081
	Dilutive effect of stock options	400		275
	Diluted average common shares outstanding	49,047		51,356
	Diluted earnings per share	$	0.45	$	0.38

7. COMPREHENSIVE INCOME

The components of comprehensive income, net of related taxes, for the quarters ended March 31, 2002 and 2001 are as follows:

		Quarters Ended March 31,
		2002		2001
Net Income		$	22,071	$	19,324
Unrealized holding (losses) gains on securities available    for sale, net of reclassification adjustment		(6,929)		12,377
Unrealized holding gains (losses) on hedging activity		535		(517)
	Comprehensive Income	$	15,677	$	31,184
Disclosure of Reclassification Amount:
Unrealized holding (losses) gains on securities    available for sale arising during the period		$	(6,929)	$		12,806
Less: Reclassification adjustment for net    gains realized during the period		-		429
Net unrealized holding (losses) gains on    securities available for sale				$		12,377
		$	(6,929)

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Provided below is the change in accumulated other comprehensive (loss) income for the quarters ended March 31, 2002 and 2001:

			Quarters Ended March 31,
			2002		2001
Beginning balance			$	5,265	$	(7,039)
Current year change			(6,394)		11,860
Ending balance			$	(1,129)	$	4,821
Ending balance consists of:
	Accumulated unrealized gains on securities available for sale		$	156	$	5,338
	Accumulated unrealized (losses) on hedging activities			(1,285)		(517)
		Total accumulated other comprehensive (loss) income	$	(1,129)	$	4,821

For additional details of the securities available for sale portfolio and the related impact of unrealized gains/(losses) thereon, see Note 2 to the interim consolidated financial statements on page 7*.

8. SUPPLEMENTARY CASH FLOW INFORMATION

Supplemental disclosures to the Consolidated Statements of Cash Flows for the quarters ended March 31, 2002 and 2001 are as follows:

	Quarters Ended March 31,
	2002		2001
Income taxes paid	$	8	$	38
Interest paid to depositors and creditors	31,121		59,063
Non cash transfers of loans to foreclosed real estate	1,879		269
Dividends declared but unpaid	8,271		8,153

9. CONTINGENT LIABILITIES AND OTHER MATTERS

There are certain legal proceedings pending against First Midwest and its Subsidiaries in the ordinary course of business at March 31, 2002. In assessing these proceedings, including the advice of counsel, First Midwest believes that liabilities arising from these proceedings, if any, would not have a material adverse effect on the consolidated financial condition of First Midwest.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

The discussion presented below provides an analysis of First Midwest's results of operations and financial condition for the quarters ended March 31, 2002 and 2001. Management's discussion and analysis should be read in conjunction with the Consolidated Financial Statements and accompanying notes presented elsewhere in this report as well as First Midwest's 2001 Annual Report on Form 10-K. Results of operations for the quarter ended March 31, 2002 are not necessarily indicative of results to be expected for the full year of 2002.Unless otherwise stated, all earnings per share data included in this section and throughout the remainder of this discussion are presented on a diluted basis. All financial information is presented in thousands, except per share data.

Summary of Performance

Net income for the quarter ended March 31, 2002 increased to a record $22,071, or $.45 per diluted share, as compared to the 2001 first quarter of $19,324, or $.38 per diluted share, representing an increase of 18.4% on a diluted share basis. Performance for the 2002 quarter resulted in record annualized return on average assets of 1.55% as compared to 1.36% for the same quarter of 2001 and annualized return on average equity of 19.4% as compared to 17.1% for the 2001 quarter. The elimination of goodwill amortization expense resulting from the implementation of FASB No. 142 (effective January 1, 2002) added $540 (after tax) and $.01 per share to first quarter 2002 net income and diluted earnings per share, respectively.

11

Cash basis diluted earnings (which excludes amortization of goodwill and core deposit intangibles resulting from acquisitions) increased to $.45 per share for first quarter 2002 as compared to 2001's $.39 per share, representing an increase of 15.4%. On a cash basis, the annualized return on average assets (which excludes from average assets goodwill and core deposit intangibles) was 1.57% for first quarter 2002 as compared to 2001's 1.41%, while annualized return on average equity for first quarter 2002 was 19.5% as compared to 2001's 17.7%.

Net interest margin for first quarter 2002 was 4.32%, a 55 basis point improvement over the 3.77% for 2001's like quarter. With the yield curve remaining steep through first quarter 2002, net interest margin was stable and essentially unchanged from the 4.33% earned in fourth quarter 2001.

Excluding net security gains realized in first quarter 2001, noninterest income totaled $16,142 and was essentially flat in first quarter 2002 as compared to the same quarter in 2001. Factoring out the elimination of goodwill amortization expense referred to previously total noninterest expenses for first quarter 2002 were 3.2% above the prior year's like quarter but decreased 1.3% on a linked-quarter basis. The efficiency ratio for the first quarter 2002 continued to improve to a record 47.3% as compared to 51.4% for 2001's like quarter.

The provision for loan losses for first quarter 2002 totaled $5,055, exceeding net charge-offs by $29. Net loan charge-offs for the first quarter 2002 were .61% of average loans, up from .39% for first quarter 2001 and .49% for full year 2001.

Net Interest Income, Earning Assets, and Funding Sources

Net Interest Income/Margin

The accounting policies underlying the recognition of interest income on loans, securities and other earnings assets are included in the "Notes to Consolidated Financial Statements" contained in First Midwest's 2001 Annual Report on Form 10-K.

Net interest income on a tax equivalent basis totaled $57,760 for first quarter 2002, representing an increase of $7,244, or 14.3%, over the 2001 period of $50,516, with net interest margin for the 2002 quarter improving by 55 basis points to 4.32% as compared to 3.77% for the 2001 quarter. The year-over-year increase in margin was principally driven by the interest rate reductions initiated by the Federal Reserve beginning in the first quarter 2001 and continuing over the course of the year with short-term interest rates dropping an average of 320 basis points over this time frame while longer term interest rates remained relatively flat. As such, this market dynamic positively benefited the Company's liability-sensitive Consolidated Statements of Condition resulting in interest-bearing liabilities repricing more quickly in response to the changing market interest rates than interest-earning assets. As shown in the Volume/Rate Analysis on page*, the increase in net interest income is attributable to the reduction in interest expense paid on interest-bearing liabilities totaling $26,057 for first quarter 2002 exceeding the reduction in interest income earned on interest-earning assets totaling $18,813 for such quarter.

The decrease in interest expense was predominately attributable to a 224 basis point drop in the interest rates paid on these liabilities as a result of the favorable interest rate environment previously discussed, as well as certain measures taken to shift interest-bearing liabilities terms and repricing characteristics more favorably with the current falling interest rate environment. These measures included shortening the maturity of certain interest-bearing liabilities, sales and customer promotional incentives, and a strategic change in the maturity structure of borrowed funds. These measures are more fully described in the subsequent discussion on core funding sources found on Page 14.

The reduction in interest income was driven by a 139 basis point decline in the interest rates earned on assets. Average earning assets for the first quarter of 2002 were essentially stable at $5,343,050 as compared to the year-ago like period. The most significant components of earning assets, loans and securities, are generally less sensitive to movement in market interest rates as the underlying cash flows do not reprice as quickly. Consequently, this characteristic in combination with the planned use of cash flows from the securities portfolio to fund higher yielding loans helped reduce the effect of the decline in short term market rates on interest income.

Anticipating that the next move in interest rates is likely to be upward, the Company undertook certain steps during the second half of 2001 and first quarter 2002 intended to insulate net interest income against rising rates. These steps included a reduction in the liability sensitivity of the balance sheet through the lengthening of liabilities (primarily time deposits and Federal Home Loan Bank ("FHLB") advances) and the reinvestment of cash flows from mortgage-backed securities into short maturity securities. Although these strategies have slowed the upward momentum in net interest margin achieved over the last 5 quarters, the Company believes they will stabilize future performance in this key component of the income statement.

12

A description and analysis of First Midwest's rate sensitivity position and management policies is included in the "Notes to Consolidated Financial Statements" contained in First Midwest's 2001 Annual Report on Form 10-K.

Securities Portfolio

The following tables set forth the average and period end carrying values of the securities portfolios and changes therein as of the following periods:

			Average Balances
			2002		2001				March 31 % Change From
			March 31		December 31		March 31		12/31/01	3/31/01
By type:
	U.S. Treasury		$	2,205	$	2,289	$	2,396	(3.7)	(8.0)
	U.S. Agency		114,686		75,754		255,643		51.4	(55.1)
	Mortgage-backed		1,225,781		1,166,189		1,198,413		5.1	2.3
	State and municipal		539,994		537,907		542,472		0.4	(0.5)
	Other		87,677		84,858		86,917		3.3	0.9
		Total	$	1,970,343	$	1,866,997	$	2,085,841	5.5	(5.5)
By classification:
	Available for sale		$	1,877,896	$	1,780,862	$	2,000,944	5.4	(6.1)
	Held to maturity			92,447		86,135		84,897	7.3	8.9
		Total	$	1,970,343	$	1,866,997	$	2,085,8411	5.5	(5.5)

			As of Period End
			2002		2001				March 31 % Change From
			March 31		December 31		March 31		12/31/01	3/31/01
By type:
	U.S. Treasury		$	2,208	$	2,211	$	2,231	(0.1)	(0.1)
	U.S. Agency		148,423		70,521		167,927		110.5	(11.6)
	Mortgage-backed		1,223,940		1,161,739		1,219,315		5.4	0.4
	State and municipal		549,184		542,626		557,192		1.2	(1.4)
	Other		80,495		83,737		86,511		(3.9)	(7.0)
		Total	$	2,004,250	$	1,860,834	$	2,033,176	7.7	(1.4)
By classification:
	Available for sale		$	1,907,294	$	1,771,607	$	1,937,236	7.7	(1.5)
	Held to maturity			96,956		89,227		95,940	8.7	1.1
		Total	$	2,004,250	$	1,860,834	$	2,033,176	7.7	(1.4)

For the period ending March 31, 2002, the total average carrying value of the securities portfolio totaled $1,970,343, decreasing 5.5% from the year-ago like period of $2,085,841 and up 5.5% on a linked quarter basis. The year over year reduction is primarily due to a reduction in the U.S. Agency portfolio as a result of liquidity needs to fund loan growth. This reduction was essentially reversed by the end of the first quarter 2002 through a $100 million floating rate securities purchase in U.S. Agencies and $100 million mortgage-backed securities purchase both funded with wholesale funds and offset by cash flows utilized to fund loan growth.

13

Loan Growth

The following tables summarize growth in loans based upon both average and period end balances:

			Average Balances
			2002		2001				March 31 % Change From
			March 31		December 31		March 31		12/31/01	3/31/01
Commercial and industrial			$	826,739	$	831,832	$	819,145	(0.6)	0.9
Agricultural			81,543		90,942		67,261		(10.3)	21.2
Consumer			942,014		963,467		926,694		(2.2)	1.7
Real estate - 1 - 4 family			188,304		208,989		247,407		(9.9)	(23.9)
Real estate - commercial			1,000,716		992,885		910,012		0.8	10.0
Real estate - construction			321,061		322,118		287,483		(0.3)	11.7
	Total net loans		$	3,360,377	$	3,410,233	$	3,258,002	(1.5)	3.1
	Total net loans excluding
		real estate - 1-4 family	$	3,172,073	$	3,201,244	$	3,010,595	(0.9)	5.4

			As of Period End
			2002		2001				March 31 % Change From
			March 31		December 31		March 31		12/31/01	3/31/01
Commercial and industrial			$	854,039	$	827,281	$	827,463	3.2	3.2
Agricultural			82,029		87,188		67,792		(5.9)	21.0
Consumer			937,953		947,246		929,659		(1.0)	0.9
Real estate - 1 - 4 family			179,672		196,741		241,250		(8.7)	(25.5)
Real estate - commercial			996,295		998,857		951,072		(0.3)	4.8
Real estate - construction			323,754		314,993		262,237		2.8	23.5
	Total net loans		$	3,373,742	$	3,372,306	$	3,279,473	0.0	2.9
	Total net loans excluding
		real estate - 1-4 family	$	3,194,070	$	3,175,565	$	3,038,223	0.6	5.1

Total average loans for first quarter 2002 were 3.1% higher than the same period in 2001 with all loan categories except 1-4 family real estate experiencing growth. Excluding real estate 1-4 family loans, total average loan growth was 5.4% as compared to the year-ago like period. On a linked-quarter basis, however, loan growth was essentially flat. In furtherance of its asset liability management strategies, First Midwest initiated a planned reduction it its real estate 1-4 family loan portfolio, retaining originated floating rate and other certain qualifying mortgages while selling all other originations.

14

Core Funding Sources

The following table provides a comparison of average core funding sources for the quarters ended March 31, 2002 and 2001 based upon average balances. Average, rather than period-end balances are more meaningful in analyzing funding sources because of the inherent fluctuations that occur on a monthly basis within most deposit categories.

		Average Balances
		2002		2001				March 31 % Change From
		March 31		December 31		March 31		12/31/01	3/31/01
Demand deposits		$	712,057	$	719,121	$	656,312	(1.0)	8.5
Savings deposits		433,456		418,074		450,701		3.7	(3.8)
NOW accounts		685,583		583,719		438,707		17.5	56.3
Money market deposits		570,216		603,887		531,628		(5.6)	7.3
Time deposits		1,736,593		1,865,489		2,054,015		(6.9)	(15.5)
	Total deposits		4,137,905		4,190,290		4,131,363	(1.3)	0.2
Securities sold under agreements to
	repurchase		528,950		510,396		708,947	3.6	(25.4)
Federal funds purchased			258,974		254,291		198,729	1.8	30.3
Federal Home Loan Bank advances			326,389		267,554		203,222	22.0	60.6
	Total borrowed funds		1,114,313		1,032,241		1,110,898	8.0	0.3
	Total funding sources	$	5,252,218	$	5,222,531	$	5,242,261	0.6	0.2

Total deposits for first quarter 2002 were basically unchanged from the 2001 first quarter and decreased modestly on a linked-quarter basis, both in terms of period-end and average balances. Additionally, First Midwest experienced a movement in the composition of its deposit base from longer term time deposits to short term non-indexed NOW accounts as a part of its measures to reduce its liability sensitivity.

Wholesale funding increased during first quarter 2002 as a result of a $200 million securities purchase funded with a combination of repurchase agreements and Federal Home Loan Bank ("FHLB") advances. This transaction was initiated to take advantage of the historic steepness in the long end of the yield curve during the quarter and is expected to result in a positive spread of approximately 128 basis points for the next two years. Also in first quarter 2002, First Midwest lengthened the duration of its FHLB advances from a weighted average maturity of 11 months at March 31, 2001 to 23 months at March 31, 2002 in anticipation of an upward fluctuation in interest rates over the next forward period.

15

Volume/Rate Analysis

The table below summarizes the changes in average interest-earning assets and interest-bearing liabilities as well as the average rates earned and paid on these assets and liabilities, respectively, for the quarters ended March 31, 2002 and 2001. The table also details the increase and decrease in income and expense for each major category of assets and liabilities and analyzes the extent to which such variances are attributable to volume and rate changes. Interest income and yields are presented on a tax-equivalent basis.

Quarters Ended March 31, 2002 and 2001
		Average Balances								Average Interest Rates Earned/Paid					Interest Income/Expense							Increase/(Decrease) in Interest Income/Expense Due to:
													Basis
							Increase						Points							Increase
		2002		2001			(Decrease)			2002		2001	Inc/(Dec)		2002		2001			(Decrease)		Volume		Rate		Total
Fed funds sold and other    short-term investments		$	4,662		$	5,966	$	(1,304)		1.89%		6.44%	(4.55%)		$	22	$	96		$	(74)	$	(17)	$$	(57)	$	(74)
Mortgages held for sale		7,668		5,583			2,085			7.30%		6.95%	0.35%		140		97			43		38		5		43
Securities available for sale		1,877,896		2,000,944			(123,048)			6.11%		6.98%	(0.87%)	%	28,695		34,908			(6,213)		(2,059)		(4,154)		(6,213)
Securities held to maturity		92,447		84,897			7,550			6.76%	6	8.46%	(1.70%)		1,563		1,796			(233)		185		(418)		(233)
Loans net of unearned    discount		3,360,377		3,258,002			102,375			6.79%		8.52%	(1.73%)		57,036		69,372			(12,336)		2,261		(14,597)		(12,336)
Total interest-earning assets		$	5,343,050	$		5,355,392	$	(12,342)		6.55%		7.94%	(1.39%)		$	87,456	$	106,269		$	(18,813)	$	408	$	(19,221)	$	(18,813)
Savings deposits		$	433,456	$		450,701	$	(17,245)		0.98%		1.94%	(0.96%)		$	1,067	$	2,185		$	(1,118)	$	(81)	$	(1,037)	$	(1,118)
NOW accounts		685,583		438,707			246,876		2	1.83%	1	1.92%	(0.09%)		3,129		2,109			1,020		1,121		(101)		1,020
Money market deposits		570,216		531,628			38,588			1.98%		4.07%	(2.09%)		2,820		5,409			(2,589)		426		(3,015)		(2,589)
Time deposits		1,736,593		2,054,015			(317,422)		3	3.59%		5.92%	(2.33%)		15,600		30,414			(14,814)		(4,178)		(10,636)		(14,814)
Borrowed funds		1,114,313		1,110,898			3,415			2.54%		5.63%	(3.09%)		7,080		15,636			(8,556)		48		(8,604)		(8,556)
Total interest-bearing
	liabilities	$	4,540,161	$		4,585,949	$	(45,788)		2.62%		4.86%	(2.24%)		$	29,696	$	55,753		$	(26,057)	$	(2,664)	$$	(23,393)	$	(26,057)
Net interest margin / income										4.32%		3.77%	0.55%	%	$	57,760	$	50,516	$		7,244	$	3,072	$	4,172	$		7,244

			2002		2001
Net Interest Margin Trend By Quarter				1st	4th	3rd	2nd	1st
	Yield on interest earning assets			6.55%	6.91%	7.44%	7.69%	7.94%
	Rates paid on interest bearing liabilities			2.62%	3.04%	3.71%	4.27%	4.86%
		Net interest margin		4.32%	4.33%	4.27%	4.04%	3.77%

16

Noninterest Income

Excluding $704 in net security gains realized in first quarter 2001, total noninterest income remained flat at $16,142 in first quarter 2002 as compared to $16,222 for the same 2001 quarter. Nonetheless, the first quarter 2002 saw continued improvement across all major components of noninterest income excluding corporate-owned life insurance. The factors resulting in the year-to-year changes are discussed below.

Service charges on deposit accounts increased 4.8% to $5,756 in the first quarter of 2002 as compared to $5,492 for the same 2001 period. The $264 increase is primarily attributable to higher service charges on business checking accounts as a result of greater transaction volumes. Other service charges, commissions and fees increased by $26 to $4,293 for the quarter ended March 31, 2002 over the prior year's like quarter 2001 quarter of $4,267 with increases seen in commissions on mortgage sales and higher debit card fee income offset by a reduction in other earnings and commissions.

Trust and investment management fees for the first quarter 2002 increased $35, or 1.3%, to $2,708 as compared to $2,673 for the prior year's like quarter due to growth in new business and expansion of existing relationships. Likewise trust assets under management grew by approximately $143 million from $1.845 billion at March 31, 2001 to $1.988 billion at March 31, 2002. Trust fees generally follow the amount of total assets under management, as well as conditions in the equity and credit markets, as such fees on certain accounts are based on market value.

First Midwest's investment in corporate owned life insurance generated $1,698 in income for the first quarter 2002 for a decrease of $570, or 25.1%, as compared to the same 2001 period. Life insurance policies are maintained only on officers of the Company with their consents. The decrease in the 2002 quarter was related to the renegotiation in first quarter 2001 of certain of the underlying insurance contracts through the establishment of a stable value insurance contract enhancement as well as a shortening in the duration of the underlying assets undertaken to provide stability to this income stream. This redeployment into shorter duration assets combined with the accelerated decrease in market interest rates that occurred during the third and fourth quarters of 2001 resulted in the lower level of income being credited on the life insurance assets in first quarter 2002.

Other income increased by $165, or 10.8%, to $1,687 for the first quarter 2002 as compared to $1,522 for the year-ago like period. Such increase is primarily attributable to gains on sale of assets and higher credit card fee income offset in part with lower ATM revenues.

Noninterest Expense

Noninterest expense totaled $35,636 for the quarter ended March 31, 2002 as compared to the same period in 2001 of $35,093 for an increase of $543, or 1.5%. Factoring out the elimination of goodwill amortization expense pursuant to the adoption of FASB No. 142, total noninterest expenses for first quarter 2002 was 3.2% above the 2001 quarter. A comparison of the major categories of noninterest expense is discussed below.

Salaries and wages increased by $765, or 5.3%, to $15,126 for the quarter ended March 31, 2002 as compared to prior year levels of $14,361 largely due to annual salary increases approximating 4.3% and higher commissions paid to the mortgage origination sales staff as a result of greater sales volumes.

Retirement and other employee benefits increased by $365, or 8.7%, to $4,433 in the first quarter of 2002 compared to the year-ago like period of $4,077. Higher employee healthcare insurance and increases in payroll taxes in connection with the salary and wage change as well as an increase in unemployment tax rates principally accounted for the increase in the current period.

For the quarter ended March 31, 2002, occupancy expenses decreased $599, or 14.6%, as compared to the 2001 period of $4,114. The decrease in occupancy expense is primarily attributable to a reduction in snow removal costs and lower utility costs resulting from favorable weather conditions in 2002 as compared to prior year. The current quarter decrease in equipment expense of $72, or 3.7%, as compared to the 2001 period of $1,954, is reflective of cost savings realized in connection with the renegotiation of terms on various equipment maintenance contract costs conducted in the third quarter 2001.

Technology and related costs decreased $75, or 3.0%, to $2,466 in first quarter 2002 as compared to $2,541 for the 2001 period due to lower data network costs as a result of renegotiated contract terms.

17

Professional services increased by $369, or 27.2%, to $1,726 for the quarter ended March 31, 2002 as compared to the year-ago like period of $1,357. Of such increase, $183 is attributable to the costs associated with a home equity promotion. Also contributing to the increase are greater legal fees in connection with loan remediation activities.

Advertising and promotions increased $78, or 8.8%, for the quarter ended March 31, 2002 as compared to the same period in 2001. The expense levels in the 2002 period saw a return to more normalized levels as the prior year experienced a shift in marketing strategy and the scaling back of certain advertising programs.

Other expenses decreased $279, or 4.8%, for the first quarter 2002 as compared to the prior year period primarily due to the elimination of $540 in goodwill expense as referred to above and was partially offset by a $144 loss on sale of Company-owned land incurred during first quarter 2002.

As a result of top line revenue growth from net interest income and continued strong cost controls, the efficiency ratio for first quarter 2002 dropped to a record 47.3% as compared to 51.4% for first quarter 2001 and 49.7% for full year 2001.

Income Tax Expense

First Midwest's accounting policies underlying the recognition of income taxes in the statement of condition and income are included in the "Notes to Consolidated Financial Statements" contained in its 2001 Annual Report on Form 10-K.

Income tax expense totaled $7,627 for the quarter ended March 31, 2002, increasing from $5,939 for the same year-ago like period and reflects effective income tax rates of 25.7% and 23.5%, respectively. The increase in effective tax rate is primarily attributable to a decrease in corporate owned life insurance income in 2002.

Credit Quality and the Reserve for Loan Losses

The following table summarizes certain credit quality data for the last five calendar quarters:

		2002		2001
		March 31		December 31		September 30		June 30		March 31
Nonaccrual loans		$	15,277	$	16,847	$	21,425	$	20,518	$	22,453
Foreclosed real estate		4,289		3,630		3,651		2,425		1,246
	Total nonperforming assets	$	19,566	$	20,477	$	25,076	$	22,943	$	23,699
90 days past due and still accruing interest		$	4,739	$	5,783	$	6,117	$	5,187	$	5,339
Nonperforming loans to total loans			0.45%		0.50%		0.62%		0.61%		0.68%
Nonperforming assets to total loans plus     foreclosed real estate			0.58%		0.61%		0.73%		0.68%		0.72%
Reserve for loan losses to loans			1.42%		1.42%		1.38%		1.38%		1.39%
Reserve for loan losses to     nonperforming loans			313%		283%		223%		228%		202%
Provision for loan losses		$	5,055	$	6,313	$	5,248	$	4,065	$	3,458
Net loans charged-off		$	5,026	$	6,313	$	4,208	$	2,781	$	3,130
Net loans charged-off to average loans			0.61%		0.73%		0.49%		0.34%		0.39%

Nonaccrual loans, totaling $15,277 at March 31, 2002 are comprised of commercial, industrial and agricultural loans (56%), real estate loans (35%) and consumer loans (9%). Foreclosed real estate, totaling $4,289 at March 31, 2002 primarily represents real estate loans on 1-4 family properties. First Midwest's disclosure with respect to impaired loans is contained in Note 4 to the interim consolidated financial statements, located on page 8*.

18

Nonperforming loans continued to improve in first quarter 2002, dropping 9% on a linked-quarter basis and 32% as compared to quarter-end March 2001. As a consequence, nonperforming loans declined at March 31, 2002 to .45% of loans from .50% at year-end 2001 and .68% at the end of first quarter 2001. Reflecting further credit quality improvement, loans 90 days or more past due decreased by over $1 million on a linked-quarter basis.

Transactions in the reserve for loan losses during the quarters ended March 31, 2002 and 2001 are summarized in the following table:

			Quarters Ended March 31,
			2002		2001
Balance at beginning of period			$	47,745	$	45,093
	Loans charged-off		(5,865)		(3,704)
	Recoveries of loans previously charged-off		839		574
		Net loans (charged-off)	(5,026)		(3,130)
	Provision for loan losses		5,055		3,458
Balance at end of period			$	47,774	$	45,421

Reflective of the continued weakened economy and an aggressive charge-off strategy, loan charge-offs, net of recoveries, for the 2002 first quarter totaled $5,026, or .61% of average loans, up from first quarter 2001 of $3,130, or .39% of average loans, but improved from .73% on a linked-quarter basis. Provisions for loan losses fully covered net charge-offs for first quarter 2002 resulting in the ratio of the reserve for loan losses to total loans at quarter-end being maintained at 1.42%, the same level as year-end 2001. As a consequence of the general improvement in credit quality, the reserve for loan losses at March 31, 2002 represented 313% of nonperforming loans as compared to 202% at the end of 2001's first quarter and 283% at year-end 2001.

The accounting policies underlying the establishment and maintenance of the reserve for loan losses through provisions charged to operating expense are included in Note 1 to the "Notes to Consolidated Financial Statements" on page* of this Form 10-Q.

The provision for loan losses in any given period is dependent upon many factors, including loan growth, changes in the composition of the loan portfolio, net charge-offs, delinquencies, collateral values, Management's assessment of current and prospective economic conditions, and the level of the reserve for loan losses. First Midwest maintains a reserve for loan losses to absorb losses inherent in the loan portfolio. The appropriate level of the reserve for loan losses is determined by systematically performing a review of the loan portfolio quality as required by First Midwest's credit administration policy. The reserve for loan losses consists of three elements; (i) specific reserves established for any impaired commercial, real estate commercial and real estate construction loan for which the recorded investment in the loan exceeds the measured value of the loan; (ii) reserves based on historical loan loss experience; and, (iii) reserves based on general economic conditions as well as specific economic factors in the markets in which First Midwest operates.

Loans within the portfolio that are selected for review to determine whether specific reserves are required include both loans over a specified dollar limit as well as loans where the internal credit rating is below a predetermined classification. Loans subject to this review process generally include commercial and agricultural loans, real estate commercial and real estate construction loans. Specific reserves for these loans are determined in accordance with the accounting policies referred to above. Consumer and other retail loan reserve allocations are based upon the evaluation of pools or groups of such loans. The portion of the reserve based on historical loan loss experience is determined statistically using a loss migration analysis that examines loss experience and the related internal rating of loans charged off. The loss migration analysis is performed quarterly and loss factors are periodically updated based on actual experience. The portion of the res erve based on general economic conditions and other factors is considered the unallocated portion of the reserve. This portion is determined based upon general economic conditions and involves a higher degree of subjectivity in its determination. This segment of the reserve considers risk factors that may not have manifested themselves in First Midwest's historical loss experience, which is used to determine the allocated component of the reserve.

The distribution of the loan portfolio is presented in Note 3 to the interim consolidated financial statement located on page*. The loan portfolio consists predominantly of loans originated by First Midwest from its primary markets and generally represents credit extension to multi-relationship customers.

19

Capital

Capital Measurements

The table below compares First Midwest's capital structure to the minimum capital ratios required by its primary regulator, the Federal Reserve Board ("FRB"). Both First Midwest and its bank subsidiary First Midwest Bank ("FMB") are subject to the minimum capital ratios defined by banking regulators pursuant to the FDIC Improvement Act ("FDICIA") and have capital measurements in excess of the levels required by their bank regulatory authority to be considered "well-capitalized," which is the highest capital category established under the FDICIA.

		Actual		Capital Required
		First Midwest	FMB	Minimum Required FRB	Minimum Well- Capitalized FDICIA
As of March 31, 2002:
	Tier I capital to risk-based assets	9.94%	9.26%	4.00%	6.00%
	Total capital to risk-based assets	11.05%	10.37%	8.00%	10.00%
	Leverage ratio	7.45%	6.97%	3.00%	5.00%
As of December 31, 2001:
	Tier I capital to risk-based assets	9.96%	9.68%	4.00%	6.00%
	Total capital to risk-based assets	11.08%	10.81%	8.00%	10.00%
	Leverage ratio	7.43%	7.25%	3.00%	5.00%

Dividends

As a result of improved performance from operations as well as First Midwest's perceived future prospects, the Board of Directors has increased the quarterly dividend every year since 1993. The following table summarizes the dividend increases declared during the years 1994 through 2001:

Date	Quarterly Rate Per Share		% Increase
November 2001	$	0.170	6%
November 2000		0.160	11%
November 1999		0.144	13%
November 1998		0.128	7%
November 1997		0.120	13%
November 1996		0.106	18%
February 1996		0.090	13%
February 1995		0.080	15%
February 1994		0.070	13%

20

Capital Management

First Midwest has continued to follow a policy of retaining sufficient capital to support growth in total assets and returning excess capital to shareholders in the form of dividends and through common stock repurchases, with the latter resulting in an increase in the percentage ownership of the Company by existing shareholders.

In August, 2001, First Midwest's Board of Directors authorized the repurchase of up to 3.125 million of its common shares, or 6.25% of shares outstanding. The 2001 plan is the eighth such program since the Company's formation in 1983 and authorizes repurchases in both open market and privately negotiated transactions and has no execution time limit.

The following table summarizes the shares repurchased by First Midwest for the prior three calendar years and for the current quarter:

	Quarter		Years Ended December 31,
	Ended March 31, 2002		2001		2000		1999
Shares repurchased	428		2,604		607		3,336
Cost	$	12,157	$	64,582	$	12,195	$	70,043

As of March 31, 2002, First Midwest had 1,528 shares remaining to be repurchased under its current share repurchase authorization.

FORWARD LOOKING STATEMENTS

Statements made in the preceding "Management's Discussion and Analysis of Financial Condition and Results of Operations" section which are not purely historical are forward-looking statements with respect to the goals, plan objectives, intentions, expectations, financial condition, results of operations, future performance and business of First Midwest, including, without limitation, (i) loan and deposit growth, market interest rates on net interest income and net interest margin, wholesale funding sources, provision and reserve for loan losses, nonperforming loan levels and net charge-offs, collateral value and economic conditions, noninterest income and expenses, diluted earnings per share growth rates for 2002, and dividends to shareholders, and (ii) statements preceded by, followed by or that include the words "may", "would", "could", "should", "expects", "projects", "anticipates", "believes", "estimates", "plans", "intends", "targets" or similar expressions.

Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond First Midwest's control) that could cause actual results to differ materially from those set forth in the forward-looking statements, including the following, in addition to those contained in First Midwest's reports on file with the Securities and Exchange Commission: general economic or industry conditions, nationally and/or in the communities in which First Midwest conducts business, changes in the interest rate environment, legislation or regulatory requirements, conditions of the securities markets, deposit flows, cost of funds, demand for loan products, demand for financial services, competition, changes in quality or composition of First Midwest's loan and investment portfolios, assumptions used to evaluate the appropriate level of the reserve for loan losses, the impact of future earnings performance and capital levels on dividends declared by the Board of Directors , changes in accounting principals, policies or guidelines, financial or political instability, acts of war or terrorism, other economic, competitive, governmental, regulatory and technical factors affecting First Midwest's operations, products, services and prices.

Accordingly, results actually achieved may differ materially from expected results in these statements. Forward-looking statements speak only as of the date they are made. First Midwest does not undertake, and specifically disclaims, any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such statement.

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PART II. OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits - See Exhibit Index appearing on page 23*.

(b) Forms 8-K and 8-K/A -

On February 27, 2002, First Midwest filed a report on Form 8-K to make available the slide presentation presented at the Super Community Bank Conference.

• On February 22, 2002, First Midwest filed a report on Form 8-K to announce the retirement of its CFO.

• On February 20, 2002, First Midwest filed a report on Form 8-K to announce the declaration of its 1st quarter 2002 dividend.

• On February 19, 2002 First Midwest filed a report on Form 8-K announcing its participation in the Super Community Bank Conference.

• On January 17, 2002, First Midwest filed a report on Form 8-K announcing its earnings results for the quarter and year ended December 31, 2001.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

First Midwest Bancorp, Inc.

/s/ DONALD J. SWISTOWICZ

Donald J. Swistowicz
Executive Vice President*

Date: May 14, 2002

* Duly authorized to sign on behalf of the Registrant.

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EXHIBIT INDEX

Exhibit Number	Description of Documents	Sequential Page #
3	Restated Certificate of Incorporation	24
15	Acknowledgment of Ernst & Young LLP	34
99	Independent Accountant's Review Report	35

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