Item 5.2 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On October 15, 2009, the Board of Directors of First Midwest Bancorp, Inc. (“FMBI” or the “Company”) approved adjustments to the base salaries of certain of the Company’s named executive officers as permitted by the executive compensation provisions of the U.S. Department of the Treasury’s (“USDT”) Capital Purchase Program (“CPP”). The adjustments will modify the mix between the fixed and variable components of compensation to be paid to each such officer during 2010. The approved adjustments will become effective on January 1, 2010, and such adjustments will effectively suspend each such officer’s variable compensation resulting from participation in the Company’s Short-Term Incentive Compensation and Performance-Awarded Restricted Stock Award programs, and approximately increase the fixed component of each such executive’s base salary as follows: Michael L. Scudder - $409,000; Thomas J. Schwartz - $208,000; Paul F. Clemens $73,000; and Victor P. Carapella - $63,000 (in each case a “Salary Adjustment”). With respect to each such officer, the Salary Adjustment will be paid (during 2010) in accordance with the Company’s standard payroll procedures and consist of up to: (1) 25% cash; and (2) 75% shares of FMBI common stock, which may not be sold or otherwise transferred until the Company repays the USDT’s investment in the Company under the CPP, except upon death or permanent disability. The number of shares of FMBI common stock granted as of each payroll period end date to each such officer will be determined by dividing that portion of his Salary Adjustment payable for the period, by the average of the high and low price of FMBI’s common stock on the Nasdaq Stock Market (“Nasdaq”) on the date prior to applicable payroll date. |