FIRST MIDWEST FINANCIAL, INC. Executive Officer Incentive Stock Option Plan for Mergers and Acquisitions Statement of Policy It is the policy of First Midwest Financial, Inc. (the "Company") to maintain a program by which the executive officers of the Company are awarded incentive stock options in accordance with the Company's long-term objective of growth through mergers and acquisitions. As such, the Company shall award incentive stock options to executive officers of the Company upon the consummation of mergers and acquisitions according to the criteria listed below. Guidelines for Award of Incentive Stock Options 1. The award of incentive stock options shall be effective upon the closure of a merger or acquisition of a financial institution. 2. The recipient shall be immediately 100% vested as of the effective date of grant in the incentive stock options awarded under this plan . 3. The award of incentive stock options under this plan shall be subject to the availability of such stock options. In the event that stock options are not available in amounts sufficient to meet the total award under this plan, the available stock options will be awarded on a pro-rata basis to the recipients. 4. The exercise price of the incentive stock options awarded under this plan shall be the closing average bid/ask market price on the effective date of grant. 5. The total number of incentive stock options awarded under this plan shall be allocated as follows: James S. Haahr 40% To be determined by the Board of Directors 60% Amount of Incentive Stock Options Awarded Total Number of Incentive Dollar Amount of Assets Acquired: Stock Options --------------------------------- ------------- Under $100 milllion 22,500 $100-$150 million 30,000 $150-$200 million 37,500 $200-$250 million 45,000 $250-$300 million 52,500 $300-$400 million 60,000 $400-$500 million 67,500 Over $500 million 75,000