EXHIBIT 99.1



                       AMENDMENT TO THE CF BANCORP, INC.
                     1992 STOCK OPTION AND INCENTIVE PLAN


      WHEREAS,  CF Bancorp,  Inc. (the  "Company") heretofore  adopted the  CF
Bancorp, Inc. 1992 Stock  Option and Incentive Plan, as amended  (the "Plan");
and

      WHEREAS, pursuant  to Section 4.02  of the Merger Agreement  dated as of
May 31, 1995, between First Midwest Bancorp, Inc. and the Company (the "Merger
Agreement"), each  option  which  is  outstanding  immediately  prior  to  the
Effective  Time of the  Merger contemplated by the  Merger Agreement shall, by
virtue of the  Merger, become and represent an option  to purchase such number
of shares of  common stock, no  par value, of  First Midwest Bancorp, Inc.  at
such prices as determined pursuant to the Merger Agreement; and

      WHEREAS, in the event  of a merger, Section 13  of the Plan directs  the
Committee  appointed under the Plan to  make appropriate changes in the number
and type of shares subject to options and the prices specified therein; and

      WHEREAS, the Committee  has approved the amendment to the Plan set forth
herein  to  make the  changes  contemplated  by  Section  4.02 of  the  Merger
Agreement and recommends approval thereof by the Board of Directors; and

      WHEREAS,  the Board has received such recommendation and has adopted and
approved such amendment.

      NOW,  THEREFORE,   the  Company   hereby  amends  the   Plan,  effective
immediately prior  to the Effective  Time of  the Merger  contemplated by  the
Merger Agreement, by adding a new Section 22 thereto to read:

            22.  Effect  of  Merger  Involving  First  Midwest  Bancorp,  Inc.
Notwithstanding any other  provision of the Plan, or of  any Option agreement,
the  following  provisions shall  be applicable  with  respect to  each Option
outstanding immediately prior to the effective date of this Section 22:

            (a)  Number  and Type  of Shares.    Each  Option shall  cover the
number of shares of common stock, no par value, of First Midwest Bancorp, Inc.
(including associated Preferred Share  Purchase Rights) ("First Midwest Common
Stock")  determined by multiplying the number  of Shares covered by the Option
by 1.4545 and  then rounding down to  the nearest full share of  First Midwest
Common Stock.

            (b)  Exercise  Price.   The  exercise  price per  share  of  First
Midwest Common  Stock  covered by  each  such Option  shall be  determined  by
dividing the  exercise price per  Share under each  such Option by  1.4545 and
then rounding down to the nearest whole cent.

            (c)  Other.   Except as provided in  this Section  22, each Option
outstanding as of the effective  date of this Section 22 shall  be exercisable
on the same terms and subject to the same conditions as were applicable to the
Option immediately  prior to  the effective  date of this  Section 22,  giving
effect  to  the provisions  of  Section  15  of  this  Plan  relating  to  the
acceleration of the exercisability of such Options as a result  of the Merger.
Upon the Merger, the "Corporation" for  purposes of this Plan shall mean First
Midwest Bancorp, Inc., successor to the Corporation.

            (d)  Committee.  As of the effective date  of this Section 22, for
all purposes under each Option and this Plan generally, the Committee shall be
the Compensation Committee of the Board of Directors of First Midwest Bancorp,
Inc., or such  other Committee thereof,  as may from time  to time act  as the
Committee  under  the  First Midwest  Bancorp,  Inc.  1989  Omnibus Stock  and
Incentive Plan.

      IN WITNESS WHEREOF,  in accordance with the authorization  and direction
of the Board of Directors, this Amendment has been executed in the name and on
behalf  of  CF  Bancorp, Inc.  by  the  undersigned  duly authorized  officer,
effective as of the date set forth herein.

                                          CF BANCORP, INC.



                                          PAUL L. ECKERT
                                          Paul L. Eckert,
                                          Chairman of the Board


ATTEST:



GREG I. BOHAC
Secretary

















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