Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers (b) First Midwest Bancorp, Inc. (the"Company") has a retirement policy that generally requires a member of its Board of Directors to resign on the last day of the year in which he or she attains the age of 70. Effective December 31, 2006, the Company will suspend this retirement policy as it applies to Bruce S. Chelberg, Chairman of the Company's Nominating and Corporate Governance Committee and a member of its Audit Committee, and Thomas M. Garvin, a member of the Company's Nominating and Corporate Governance Committee and its Compensation Committee, to permit them to serve until December 31, 2007. (d) Effective November 15, 2006, the Board of Directors of the Company increased the number of members of the Board of Directors from eleven (11) to twelve (12) and appointed Vernon A. Brunner to serve as a director of the Company until the annual meeting of the Company's stockholders to be held in 2007 and until his successor is elected. Mr. Brunner, age 66, is the President of Brunner Marketing Solutions, a marketing consulting company specializing in pharmaceutical and consumer product marketing and distribution. Over a period of 38 years, beginning in 1963 and ending in 2001 with his retirement, Mr. Brunner served in various management and officer positions for Walgreen Co., most recently serving as Executive Vice President of Marketing and as a member of its Board of Directors from 1999-2001. Mr. Brunner also served on the Board of Directors of the Company from 1997 to 2004. There is no agreement or understanding between Mr. Brunner and any other person pursuant to which he was appointed to the Board and Mr. Brunner has not had any transactions with the Company or any of its subsidiaries, and there is no family relationship among the Company's officers and directors and Mr. Brunner. Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year On November 15, 2006, the Board of Directors approved an amendment to Article 2, Section 2.4 of the Company's Amended and Restated By-laws to change the vote standard for the election of directors. Under the new By-law provision, in an uncontested election, each director shall be elected by a majority of the votes cast with respect to the director. A majority of votes cast means that the number of shares voted "for" a director must exceed the number of votes cast "against" that director. In a contested election, directors shall be elected by a plurality vote. In addition, if a nominee who already serves as a director is not elected, the director shall tender his or her resignation to the Board of Directors. The Nominating and Corporate Governance Committee will make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken. The Board will act on the Committee's recommendation and publicly | 